INTERNATIONAL DISTRIBUTION AGREEMENT
                       (LOCALIZATION/REPRODUCTION RIGHTS)

                            SCHOOL ZONE INTERACTIVE

MULTI MEDIA ZONE, INC, a Michigan              STAR E. MEDIA CORP., a California
corporation, doing business as                 corporation
SCHOOL ZONE INTERACTIVE

1819 Industrial Drive                          27171 Burbank
Grand Haven, Michigan 49417                    Foothill Ranch, CA 92610

("School Zone")                                ("Publisher")

Attention: Barb Peacock                         Attention: E.G. Abbadessa
Telephone No.: (616) 846-5030                   Telephone No.: (949)581-9477
Fax No.: (616) 846-6181                         Fax No.: (949)581-9957
E-mail Address: Barbp@Schoolzone.com            E-mail Address:
                --------------------                           ---------------

     School  Zone  is  in the business of developing interactive CD-ROM products
and related workbooks, including the Product (as hereinafter defined). Publisher
is  in the business of localizing and distributing CD-ROM products and wishes to
obtain,  and  School Zone is willing to grant to Publisher, the limited right to
develop  a  Licensed  Product  (as  hereinafter  defined) and to reproduce, sell
market and distribute the Licensed Product on the terms and conditions set forth
in  this  Agreement.  Publisher  assures School Zone that it has the facilities,
personnel  and  expertise  necessary  to  develop,  reproduce,  sell, market and
distribute  the  Licensed  Product  in  the  Territory.



     School  Zone  and  Publisher  agree  as  follows:

1.   DEFINITIONS.  As used in this Agreement:

     1.1  "Product(s)"  means  the  interactive  CD-ROM  products   and  related
          workbooks  of  School  Zone specified  on  the  attached  Schedule  A,
          together  with   additional   titles  of similar  items  developed  by
          School  Zone  during  the Term  of  this Agreement. The first four (4)
          titles  on  the  list  are   subject  to  the  special  provisions  of
          paragraph  6..

     1.2  "Licensed  Product(s)"  means  the  localized  versions of the Product
          developed  by  Publisher  in  the  Spanish  and  Arabic  languages.

     1.3  "Territory" means the world.

<PAGE>

     1.4  "Trademarks"  means the trademark SCHOOL ZONE INTERACTIVE and logo and
          any  other  trademarks  used  by  School Zone to identify its Products
          during  the  term  of  this  Agreement.


2.   License Grants.

     2.1  Grants. Except as limited under subparagraph 2.2, School Zone  grants
          ------
          to  Publisher the exclusive right and license to (a) develop localized
          versions  of  the  Products  in Spanish and Arabic, and (b) reproduce,
          market  and  sell  the  Licensed  Products  throughout  the  world.

     2.2  Limitations.  School  Zone  reserves  the  exclusive right to sell the
          -----------
          Licensed Products to the markets listed on attached Schedule B. School
          Zone  shall have no obligation to pay royalties to Publisher for sales
          of  Licensed  Products  to School Zone's reserved markets. School Zone
          shall  pay  all  of  its  own  costs  for  replication of the Licensed
          Products.  Publisher's rights to the School Zone workbooks are limited
          to  sales  of combined CD-ROM/workbook units; School Zone reserves the
          right  to  sell  workbooks  in Spanish and Arabic throughout the world
          when  not  combined  with  a  CD-ROM.

     2.3  Retention  of  Rights.  School  Zone  retains all rights not expressly
          ---------------------
          granted  to  Publisher.


3.   Distributors/Sales Representatives  Subject to School Zone's prior approval
     for  each  appointment,  which  approval School Zone shall not unreasonable
     withhold,  Publisher  shall have the right to appoint local subdistributors
     ("Subdistributors")  and sales representatives ("Sales Representatives") in
     the  Territory  to effect the sale and distribution of the Licensed Product
     in  accordance  with  the  following  provisions:.

     3.1  Written  Agreements.  Publisher  shall  enter into a written agreement
          -------------------
          with each Subdistributor and Sales Representative that conforms in all
          respects  to  the terms of this Agreement. The written agreement shall
          (a)  not  extend beyond the Term of this Agreement; (b) provide for an
          automatic  termination in the event termination of this Agreement; ( c
          )  provide  that  School  Zone  is  a  third party beneficiary of that
          agreement;  and  (d)  provide  that  in the event of any inconsistency
          between the terms of this Agreement and that agreement, the provisions
          of  this  Agreement  shall  govern.

     3.2  Guarantee. Publisher guarantees the performance of each Subdistributor
          ---------
          and  Sales  Representative.

<PAGE>

4.   Procedure  for Developing Licensed Products. School Zone and Publisher will
     -------------------------------------------
     develop the Licensed Products in cooperation with each other. The following
     provisions  will  govern  that  development:.

     4.1  Initial Materials. Upon execution of this Agreement, School zone shall
          -----------------
          provide to Publisher a Licensing Manual and a Technical Specifications
          Guide  for  use  with  Licensed  Products.

     4.2  Localization  Manuals.  At  the  time  each  Product  title  is  to be
          ---------------------
          developed,  School  Zone  shall  provide  to  Publisher a Localization
          Manual  for  the  title containing (a) the media for the workbook; (b)
          media  for  the  CD-ROM  package  design,  label, jewel case tray, and
          liners;  and  ( c ) the engineering code for the Product applications.

     4.3  Scheduling and Coordination. Attached as Schedule C is a timetable and
          ---------------------------
          task assignment for development of the Licensed Product. Should School
          Zone  remain  in  material  breach of its obligations under Schedule C
          following  ten  (10)  days  written notice of breach, the Term of this
          Agreement shall, at Publisher's option, be extended for a period equal
          to  the  delay.  Should  Publisher  remain  in  material breach of its
          obigations  under Schedule C following thirty (30) days written notice
          of breach, School Zone may terminate this Agreement. Schedule C may be
          amended  from  time  to  time  by  written  agreement.

     4.4  Mininum  Number of Titles. Publisher is obligated to develop a minimum
          -------------------------
          of  twenty-five (25) titles of the Product during the Term. Any titles
          in  addition  to  the required minimum shall be at Publisher's option.

     4.5  School  Zone  Review.  Each  Licensed  Product  manufactured,  sold or
          --------------------
          otherwise  disposed of by Publisher shall be of a quality specified by
          School  Zone.  Within  ten (10) business days after receiving the Gold
          Master  from  Publisher,  unless Schedule C otherwise provides, School
          Zone  shall  complete  its initial quality control review to determine
          that  the  Licensed Product (a) operates properly, (b) conforms to the
          requirements of this Agreement, and ( c ) satisfies requirements other
          software  and  hardware  providers  impose  on  School  Zone.

     4.6  Final  Approval.  Publisher  shall as expeditiously as possible remedy
          ---------------
          any  defects in the Gold Master identified by School Zone and resubmit
          the  revised  Gold Master for final approval. The parties shall assist
          each  other's  performance  to achieve final approval. School Zone and
          Publisher  shall  retain  approved samples of each Licensed Product as
          the  performance  standard  for  later  manufacture of the same title.


     4.7  No Modifications. Publisher shall not alter in any manner the Licensed
          ----------------
          Product  approved  by  School Zone pursuant to subparagraph 4.6 except
          with  the  consent  of  School  Zone.

<PAGE>

     4.8  Sale  of  Unapproved  Items.  Publisher  shall  not  sell or otherwise
          ---------------------------
          dispose  of  any Licensed Product that has not been approved by School
          Zone,

     4.9  Meetings  and  Consultation.  The  parties  will  make their personnel
          ---------------------------
          available  to  each  other  for consultation to support performance of
          this Agreement. Each party will be responsible for any travel expenses
          incurred  by  its  own  personnel.

     4.10 Samples.  From time to time and upon request by School Zone, Publisher
          -------
          shall  submit representative samples of currently distributed Licensed
          Products.  School  Zone  shall  promptly  notify  Publisher  if  any
          additional  sample  does  not meet the quality of the approved initial
          samples  and  Publisher  shall  immediately  address all objections of
          School  Zone.

     4.11 Improvements.  School   Zone   shall   share   with   Publisher,   for
          ------------
          incorporation  into the Licensed Products, improvements made by School
          Zone  in  the  Products  during  the  Term.


5.   Royalty Payments.

     5.1  Lump  Sum  Royalty  Payments.  Within  six  (6) months following final
          ----------------------------
          approval under subparagraph 4.6, Publisher will pay a lump sum royalty
          of  Two  Thousand Five Hundred Dollars ($2,500) for the approved title
          in  each  language.  Any  earned  royalties  for  such  title  paid by
          Publisher  during the first six (6) months following approval shall be
          credited  against  the lump sm royalty, and the amount of the lump sum
          still  remaining  shall be treated as advance payment of future earned
          royalties.

     5.2  Earned  Royalties..  Publisher  shall  make royalty payments to School
          -----------------
          Zone  for  each  Licensed  Product  sold  or  otherwise disposed of by
          Publisher  and  any  Subdistributor  and  Sale  Representative  in the
          greater  of:  (a)  twenty percent [20%] of the gross selling price for
          each  unit, and (b) seventy-five cents ($.75) per CD-ROM and Ten Cents
          [$.10]  per work book. These royalty payments shall be due and payable
          quarterly  within  thirty (30) days after March 31, June 30, September
          30, and December 31 of each year. The term "gross selling price" means
          the  total  amount  invoiced  by Publisher (or its Subdistributors and
          Sales Representatives) to customers, less sales and use taxes, duties,
          and  actual  transportation  costs.  Where competitive or other market
          conditions  require, for the mutual benefit of both parties, Publisher
          and  School  Zone will negotiate in good faith for modification of the
          royalty  structure  on  a  case-by-case  basis.

<PAGE>

     5.3  Minimum  royalties.  Publisher  shall  pay  School Zone minimum annual
          ------------------
          royalties.  For  each  title of the Licensed Product in each language,
          the  period  measuring  the  annual obligation shall begin on the date
          final  approval  is  given under subparagraph 4.6. For the first year,
          minimum  royalties  for  each  title  shall  be  Thirteen Thousand Six
          Hundred Dollars ($13,600) for the Spanish right and Six Thousand Eight
          Hundred  Dollars ($6,800) for the Arabic rights. For subsequent years,
          minimum  royalties  for each title shall be Six Thousand Eight Hundred
          dollars  ($6,800)  for  the  Spanish  rights  and  Three Thousand Four
          Hundred  Dollars  ($3,400)  for  the  Arabic rights. If this Agreement
          terminates  on  a  date  other  than  the  anniversary  date for final
          approval  of a given title, the amount of the minimum royalty shall be
          prorated  on  a  per diem basis. Lump sum royalties under subparagraph
          5.1  and  earned  royalties  under  subparagraph 5.2 shall be credited
          against  Publisher's  minimum  royalty  obligations.

     5.4  Interest  on  Delinquent  Payments.  All royalties due will accumulate
          ----------------------------------
          interest  at  the  rate of eighteen percent (18%) per annum compounded
          daily  from  the  date  on  which  such  royalties  are  due.

     5.5  U.S.  Currency. All royalty payments shall be made in U.S. currency as
          --------------
          determined  on  the  basis  of  the  rate of exchange published by the
          International  Monetary Fund in effect on the date payment is due, or,
          if payment is delayed, on (a) the date such payment is due, or (b) the
          date  payment  is  actually  made,  whichever rate results in a higher
          dollar  payment.

     5.6  Reports.  Publisher  shall  submit  to School Zone a quarterly written
          -------
          report  which  shall  accompany  the  royalty  payment   described  in
          paragraph  5.2.  The  written report shall set forth the number of all
          Licensed  Products  sold or otherwise disposed of by Publisher and any
          Subdistributor and Sales Representative, and such other information as
          School  Zone  may  from  time  to  time  reasonably  request.

     5.7  Duties.  Publisher  shall  have  sole  responsibility  for collecting,
          ------
          reporting  and paying any and all taxes, customs import and remittance
          duties  or assessments arising or in any way related to the activities
          contemplated  under  this  Agreement.

6.   Prior  Contract..The parties had  earlier  entered  into  a  prior contract
     dated  April  25,  2001,  covering  much  of  the same subject matter. This
     present  Agreement cancels and supercedes the prior contract. In performing
     the  prior  contract, School Zone had furnished the codes and media for the
     first  four  (4)  titles  listed  on Schedule A, and Publisher had paid Two
     Thousand  Five  Hundred  Dollars ($2,500) advance royalty for each title in
     each  language. Such payments will be treated as prepaid lump sum royalties
     for  those  titles  under  subparagraph  5.1.

7.   Term. This Agreement shall be effective as of the date of execution by both
     parties  and  shall  remain  in  effect  until  December  31,  2007, unless
     otherwise extended or terminated by agreement of the parties or by right of
     one  party  ("Term").

<PAGE>


8.   Record Inspection and Audit.
     ---------------

     8.1  Books  and  Records.  Publisher  shall  keep,  and shall contractually
          -------------------
          obligate  each  Subdistributor and Sales Representative to keep, full,
          complete  and  accurate  books and records relating to the manufacture
          and  sales of the Licensed Product. Representative of School Zone may,
          upon ten (10) days prior writen notice, inspect, audit and make copies
          of  such  books  and  records  during  normal  business  hours.

     8.2  Inspection.  All books and records relative to Publisher's obligations
          ----------
          hereunder  shall  be maintained and made accessible to School Zone for
          inspection  at  least two (2) years after expiration or termination of
          this  Agreement.

     8.3  Audit  Expense. If an audit discloses an understatement of any royalty
          --------------
          payment  due, Publisher shall promptly pay School Zone the full amount
          of the understated amount. If the audit discloses an underpayment of 5
          percent  (5%)  or  more  in  the  royalty amount due for any period or
          periods,  Publisher  shall  reimburse School Zone for the cost of such
          audit.


9.   Warranties and Obligations.

     8.1  Authority to Contract. School Zone represents and warrants that it has
          ---------------------
          the right and power to enter into this Agreement and that there are no
          other  agreements  with  any  other party in conflict with such grant.

     8.2  Non-Infringement.  School  Zone represents and warrants that it has no
          ----------------
          knowledge  that  the  Product  infringes  any valid copyright or other
          proprietary  rights  of  any  third  party.

     8.3  Promotion.  Publisher  represents  and  warrants for itself, and shall
          ---------
          contractually  obligate its Subdistributors and Sales Representatives,
          to use best efforts to promote, market, advertise, sell and distribute
          the   License   Product   in   the   Territory.   Publisher   and  its
          Subdistributors  and  Sales Representatives will be solely responsible
          for  the  expenses  they  incur  in  their  performance.

10.  Product Markings.

     10.1 Intellectual  Property  Laws.. Publisher shall comply with the marking
          ----------------------------
          provisions  of  the  intellectual  property  laws  of  the  applicable
          countries  in  the  Territory  where  it markets or sells the Licensed
          Products.

     10.2 Copyright  Notices.  Publisher  shall  mark  all  Licensed   Products,
          ------------------
          packaging  and  all  advertising,  promotional  and  display materials
          illustrating,   utilizing  or   featuring   the   Licensed   Products.
          Distribution shall also comply with copyright instructions supplied by
          School  Zone.

<PAGE>

     10.3 Trademarks.  School  Zone grants to Publisher, and Publisher agrees to
          ----------
          use,  the Trademarks on all Licensed Products reproduced by Publisher.
          The  Trademarks  shall  be  conspicuous  on  all  packaging,  and  all
          advertising,  promotional or display materials illustrating, utilizing
          or  featuring  the  Licensed  Products and shall be in compliance with
          School  Zone's guidelines on trademark usage. Publisher shall identify
          each  Trademark  with  the  designation  "TM" or (copyright symbol) as
          specified  by  School  Zone.  Each  Licensed  Product  shall contain a
          marking  legend  specified  by  School  Zone stating that the Licensed
          Product  is  manufactured by Publisher under license from School Zone.
          Publisher shall not use the Trademarks on any other product except the
          Licensed  Products.  Publisher acknowledges School Zone's ownership of
          the  Trademarks throughout the world and the validity of School Zone's
          registration  thereof,  and  shall  not  dispute  or put at issue such
          ownership  or  validity.  Publisher shall not at any time apply for or
          obtain  the  registration  of  any  Trademark in any country or do any
          other  act  which might in any way impair the rights of School Zone in
          and  to  the  Trademarks.  Upon request by School Zone, Publisher will
          sign  all  papers  prepared  at School Zone's expense and perform such
          other  acts as may be necessary to establish Publisher as a registered
          user  of  the  Trademarks  or  otherwise  acknowledge  School  Zone's
          ownership  thereof.


11.  Advervising  and  Promotion.  In  order for Publisher to better promote the
     Licensed  Product,  School  Zone  shall  provide Publisher at no charge the
     following:

     11.1  English  Version.  Information on the English version of the Product.
           ----------------

     11.2 Demonstration.  A  demonstration  of  each  of  the Product titles for
          -------------
          inclusion  in  Publisher's  publications,  promotional
          materials,  and/or  catalogs.

     11.3 Copies.  One  complete  copy  of  each  of the Product titles for each
          ------
          Subdistributor  and  Sales  Representative.

12.  Notices.  Any  notice  required to be  given  pursuant  to  this  Agreement
     shall  be  in  writing  in  the English language and mailed by certified or
     registered  mail, return receipt requested, or delivered by a international
     express  courier  service.

<PAGE>

13.  Intellectual Property Rights..

     13.1 Ownership.  Except as otherwise provided herein, School Zone shall own
          ---------
          all  right,  title,  and  interest,  including  all copyrights, in the
          Products  and  the  Licensed  Products  and  to  any  modifications or
          improvements  made  thereto,  including   the  changes   made  in  the
          Publisher's localization development. When furnishing Gold Masters for
          School  Zone's  approval  or integration, Publisher shall include  all
          codes.  Publisher will not obtain any rights in the Product s a result
          of  its responsibilities hereunder. Publisher acknowledges that School
          Zone  shall  own  all  right,  title and interest to any translations,
          modifications,  or  improvements or other changes made by Publisher to
          the  Product.  The  parties  agree to execute any documents reasonably
          requested  by  the  other  to  effect  any  of  the  above provisions.

     12.2 Exclusive  Rights.  Publisher  acknowledges  School  Zone's  exclusive
          -----------------
          rights  in  the Product and that the Product is unique and original to
          School  Zone  and  that  School  Zone  is  the  owner  thereof. Unless
          otherwise  permitted  by  law,  neither  Publisher  nor   any  of  its
          Subdistributors  or  Sales Representative shall, at any time during or
          after  the  effective  Term  of  the  Agreement,  dispute  or contest,
          directly or indirectly, School Zone's exclusive right and title to the
          Product  or  the  validity  thereof.

14.   Licensed Product Warranty

     14.1 No  Warranties.  School  Zone  makes no warranties with respect to the
          --------------
          Licensed  Product  except  for  non-infringement. School Zone does not
          extend   to   Publisher   or  any  of  its  Subdistributors  or  Sales
          Representatives   any   other  warranties,  express  or  implied,  and
          Publisher  and its Subdistributors and Sales Representatives waive any
          and  all claims to damages, excerpt those resulting from infringements
          that  are  the  responsibility  of  School  Zone.

     14.2 Disclaimer. SCHOOL ZONE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS,
          ----------
          EXPRESS   OR   IMPLIED,  INCLUDING,  WITHOUT   LIMITATION,  THOSE   OF
          MERCHANTABILITY  OR  FITNESS  FOR A PARTICULAR PURPOSE WITH RESPECT TO
          THE  PRODUCTS  ADN THE LICENSE PRODUCTS. IN NO EVENT SHALL SHCOOL ZONE
          BE  LIABLE  FOR  DAMAGES,  DIRECT OR INDIRECT, INCLUDING INCIDENTAL OR
          CONSEQUENTIAL DAMAGES SUFFERED BY PUBLISHER, ANY SUBDISTRIBUTOR, SALES
          REPRESENTATIVES,  END  USER  OR  OTHER  THIRD  PARTY  ARISING FROM THE
          MANUFACTURE,  DESIGN,  SALE,  SHIPMENT,  OR USE OF THE PRODUCTS OR THE
          LICENSED  PRODUCTS.

     14.3 Liability.  Publisher  shall  indemnify  and hold School Zone harmless
          ---------
          from  all  damages  and expenses resulting from any representations or
          warranties  made by it or its Subdistributors or Sales Representatives
          without  the  approval  of  School  Zone  in  advertising,  brochures,
          manuals, or by their agents, employees, or representatives, whether in
          writing  or  orally  with  respect  to  each  Licensed  Product.

<PAGE>

15.   Confidentiality.

     15.1 Obligation.  Publisher  and School Zone may have occasion to review or
          ----------
          receive  information  that  is  considered  by  the  other party to be
          confidential  or  proprietary  (the  "Confidential Information"). Both
          during the term of this Agreement and thereafter, the parties agree to
          maintain in confidence each other's Confidential Information unless or
          until:

          15.1.1    It shall have been made public by  an act or  omission of  a
                    party  other  than  itself;  or

          15.1.2    The  party  receives  such  Confidential   Information  from
                    an  unrelated  third  party  on  a  nonconfidential  basis.

     15.2 Reasonable  Precautions.  Publisher  and  School  Zone  shall use  all
          -----------------------
          reasonable  precautions  to ensure that the other party's Confidential
          Information  is  properly protected and kept from unauthorized persons
          or  disclosure.

     15.3 Prohibitions.  The parties will not, without first obtaining the prior
          ------------
          written  permission  of  the  other,  do  any  of  the  following:

          15.3.1    Directly or indirectly utilize such Confidential Information
                    in  its  own  business;

          15.3.2    Manufacture  and/or sell any product that is based in  whole
                    or in part on the other party's Confidential Information; or

          15.3.3    Disclose  the  other  party's   Confidential  Information to
                    any  third  party.

     15.4 Subdistributors/Sales  Representatives.  Publisher  shall have each of
          --------------------------------------
          its Subdistributors and Sales Representatives agree to be bound by the
          provisions  of  this  paragraph.

16.   Compliance With Local Laws.

     16.1 Laws.  Publisher shall comply with all applicable laws and regulations
          ----
          in  the portions of the Territory where Publisher markets or sells the
          Licensed  Products.

     16.2 Assistance.  Publisher  shall  cooperate  to  assist  School  Zone  in
          ----------
          complying  with  all  U.S.  laws  and  laws  of  each  country  in the
          Territory, including but not limited to, all U.S. laws and regulations
          relating  to  the  control of exports, the transfer of technology, and
          the  Foreign  Corrupt  Practices  Act.

<PAGE>

17   Termination.

     17.1 Additional  Rights. The termination rights set forth in this paragraph
          ------------------
          17 are in addition to the termination rights that may be provided else
          where  in  this  Agreement.

     17.2 By  School  Zone.  School  Zone shall have the right to terminate this
          ----------------
          Agreement  by  giving  written  notice  to  Publisher in the event the
          Publisher  does  any  of  the  following:

          17.2.1    Files  a  petition in  bankruptcy or is adjudicated bankrupt
                    or  insolvent,  or  makes  an  assignment for the benefit of
                    creditors, or an arrangement pursuant to any bankruptcy law,
                    or  if  Publisher discontinues or dissolves its business, or
                    if  a receiver is appointed for Publisher or for Publisher's
                    business  and  such  receivership  is  not discharged within
                    ninety  (90)  days;

          17.2.2    Engages  in  any  illegal,  unfair, or  deceptive   business
                    practices  or  unethical  conduct  which impairs Publisher's
                    ability  to carry out its obligations or threatens to impair
                    School  Zone's  goodwill in its Trademarks, the Products, or
                    the  Licensed  Products.

          17.2.3    Appoints   a  Subdistributor  or  Sales  Representative  not
                    approved  by  School  Zone;  or

          17.2.6    Commits   any   other   breach   of   this  Agreement,   and
                    Publisher  fails,  within thirty (30) days following written
                    notice  of  the  breach from School Zone, to either cure the
                    breach  or to give School Zone all the reasonable assurances
                    School  Zone  requires  to ameliorate a noncurable breach or
                    prevent  its  recurrence.

     17.3 By  Publisher.  Publisher  shall  have  the  right  to  terminate this
          -------------
          Agreement  by written notice if School Zone commits any breach of this
          Agreement,  and  School  Zone fails, within thirty (30) days following
          written notice of the breach from Publisher, to either cure the breach
          or  to give Publisher all the reasonable assurances Publisher requires
          to  ameliorate  a  non-curable  breach  or  prevent  its  recurrence.

18.  Post-Termination  Rights  and  Obligations.  The   following   rights   and
     obligations  shall  continue or arise incident to expiration of the Term or
     termination  of  this  Agreement.

     18.1 Inventory  Schedule.  Not  less  than  ninety  (90)  days prior to the
          -------------------
          expiration  of  the  Term,  or  within ten (10) days following earlier
          termination,  Publisher  shall  provide  School  Zone  with a complete
          inventory  of  Licensed  Products  then  on  hand  (the  "Inventory").

     18.2 Cessation  of  Activities. Publisher and its Subdistributors and Sales
          -------------------------
          Representatives  shall  immediately  cease  the  manufacture, sale and
          distribution  of  the  Licensed  Product.

<PAGE>

     18.3 School  Zone's  Purchase of Inventory. School Zone and Publisher shall
          ------------------------------------
          negotiate  in  good  faith for School Zone's purchase of the remaining
          Inventory.

     18.4 Reversion  of  Rights.  All  rights  and licenses granted to Publisher
          ---------------------
          under  this  Agreement  shall  terminate  and  revert  to School Zone.

     18.5 Materials.  School  Zone may require that Publisher transmit to School
          ---------
          Zone,  at  no  cost,  all  material  relating to the Licensed Product.

     18.6 Survival  of  Obligations.  The  rights and obligations of the parties
          -------------------------
          shall  survive  with  respect  to  payment  of royalties, Confidential
          Information,  Trademarks, copyrights, accounting, audits, inspections,
          warranties,  and  indemnification.

19.  Infringement.

     19.1 Right  to  Enforce. Publisher agrees to notify School Zone promptly in
          ------------------
          the event Publisher becomes aware  of any infringements of the Product
          or  Licensed  Product.  School  Zone shall have the right, in its sole
          discretion,   to   prosecute   lawsuits  against  third  parties   for
          infringement  of  School  Zone's  rights  in  the  Product or Licensed
          Product. All costs and expenses associated with such lawsuits shall be
          borne by School Zone, which shall be entitled to any recovery received
          as  a  result  thereof,  whether  by  adjudication  or  settlement.

     19.2 Cooperation.  Publisher agrees to fully cooperate with School Zone and
          -----------
          its  representatives  in the prosecution of any such suit. School Zone
          shall  reimburse  Publisher  for  the  expenses  Publisher incurs as a
          result  of  such  cooperation.

20.  Indemnity

     20.1 By  Publisher,  Publisher agrees to defend, indemnify, and hold School
          -------------
          Zone,  and  its  officers,  directors, agents, and employees, harmless
          against  all  costs,  expenses,  and  losses  (  including  reasonable
          attorney  fees  and  costs)  incurred by School Zone through claims of
          third  parties  against  School  Zone arising out of (a) any breach by
          Publisher  or  any  Subdistributor  or Sales  Representative of any of
          their  obligations;  and  (b)  the manufacture, sale, shipment, use or
          other  disposition  of  the Licensed Product, except for infringements
          that  are  the  responsibility  of  School  Zone.

     20.2 By  School  Zone.  School  Zone  agrees to defend, indemnify, and hold
          ----------------
          Publisher,  and  its  officers,  directors,  agents,  and   employees,
          harmless against all costs, expenses, and losses (including reasonable
          attorney fees and costs) incurred by Publisher through claims of third
          parties  against Publisher arising out of any breach by School Zone of
          any  of  its  obligations.

<PAGE>

21.  Independent  Contractors.  The  parties'  performance  of  their duties and
     obligations  under  this  Agreement  are  in  a  capacity   as  independent
     contractors.  Nothing  contained  in  this  Agreement shall be construed as
     establishing a partnership, agency, or a joint venture relationship between
     Publisher  and  School  Zone.

22.  Governing  Laws  and  Jurisdiction;  Arbitration.  This  Agreement shall be
     governed  by  the  laws  of  Michigan, USA. All disputes hereunder shall be
     resolved in the applicable state or federal courts of Michigan. The parties
     consent  to  the  jurisdiction  of  such courts, agree to accept service of
     process  by  mail, and waive any jurisdictional or venue defenses otherwise
     available.  Before  initiating  any court action, other than for injunctive
     relief,  a  party seeking relief shall first submit the dispute or claim to
     arbitration  under  the rules of the American Arbitration Association, with
     the  site  of arbitration in Grand Rapids, Michigan. Judgement on the award
     in  any  arbitration  proceeding  may  be entered in any court of competent
     jurisdiction.

23.  Agreement  Binding  on  Successors.  This Agreement shall be binding on and
     shall  inure  to  the  benefit  of  the  parties  hereto,  and their heirs,
     administrators,  successors,  and  assigns.

24.  Waiver.  No  waiver  by  either  party  of any default shall be deemed as a
     waiver  of  any prior or subsequent default of the same or other provisions
     of  this  Agreement.

25.  Severability.  If  any provision hereof is held valid or unenforceable by a
     court  of  competent  jurisdiction,  such  invalidity  shall not affect the
     validity  or  operation  of any other provision, and such invalid provision
     shall be deemed to be severed from the Agreement, unless the enforcement of
     the  Agreement  as  modified  would  be  manifestly  unjust.

26.  Assignability.  The  license granted hereunder is personal to Publisher and
     may  not be assigned by any act of Publisher or by operations of law except
     with  the  consent  of  School  Zone.

27   Integration.  This  Agreement  (including  all  Schedules)  constitutes the
     entire  understanding  of the parties, is intended as a final expression of
     their agreement, and takes precedence over any other documents that may be
     in conflict. This Agreement may not be modified except in writing signed by
     both  parties  specifically  referring  to  this  Agreement.

28.  Governmental  Approvals.  Publisher and School Zone shall assist each other
     in obtaining import licenses, export licenses, currency exchange approvals,
     customs  approvals,  visas  and  other  governmental  approvals and permits
     within  the  Territory  that  may  be  necessary  to permit the same of the
     Licensed  Product.

29   English  Language  Controls.  This Agreement is entered into in the English
     language.  In  the  event  it  is ever translated into another language and
     there is a dispute as to the meaning or interpretation of this Agreement as
     a  result  of  the translation, the original English version shall control.

<PAGE>




     IN  WITNESS WHEREOF the parties hereto have signed this Agreement as of the
date  set  forth  below  their  respective  signatures.

SCHOOL ZONE INTERACTIVE                         STAR E MEDIA CORPORATION


By: /s/ Jonathan Hoffman                        By:  /s/ E.G. Abbadessa
   -----------------------                         ----------------------
   Jonathan Hoffman                                   E.G. Aggadessa
   Its President                                      Its President

Date:      1/31/03                              Date:     3.14.03
      --------------------                           --------------------


<PAGE>

                                  SCHEDULE A

                                   "Products"

<TABLE>
<CAPTION>

TITLES ON                                                                         START TO
ORIGINAL                                                                WORKBOOK  READ BOOK
AGREEMENT  PRODUCT ID  PRODUCT NAME                                     NUMBER    NUMBER     UPC
---------  ----------  -----------------------------------------------  --------  ---------  ---------------
<S>        <C>         <C>                                              <C>       <C>        <C>

                       FLASH ACTION
                08021  Multiplication & Division                                             0-76645-08021-9
                08022  Addition & Subtraction                                                0-76645-08022-6
                08050  Alphabet Number 1-100                                                 0-76645-08050-9
                08049  Colors, Shapes & More                                                 0-76645-08049-3

                       ON-TRACK
X . . . .       08028  Same or Different Preschool                         02052             0-76645-08028-8
                08029  Does it Belong?  Preschool                          02059             0-76645-08029-5
                08030  Shapes Preschool                                    02063             0-76645-08030-1
X . . . .       08031  Beginning Sounds Preschool                          02054             0-76645-08031-8
X . . . .       08032  Math 2                                              02030             0-76645-08032-5
                08033  Math 3                                              02031             0-76645-08033-2
                08034  Transition Math K-1                                 02027             0-76645-08034-9
                08035  Spelling Puzzles 1                                  02016             0-76645-08035-6
X . . . .       08036  Reading Readiness K-1 Bk1                           02004             0-76645-08036-3
                08037  Thinking Skills Preschool                           02068             0-76645-08037-0
                08043  Math 1                                              02028             0-76645-08043-1
                08047  Alphabet K                                          02003             0-76645-08047-9
                08054  Multiplication & Division 3-4                       20034             0-76645-08054-7
                08057  Time, Money & Fractions 1-2                         02044             0-76645-08057-8
                08058  Vocabulary Puzzles 1                                02130             0-76645-08058-5
                       Beginning Reading K-1                                          06006
                08076  Jog, Frog, Jog/Nine Men Chase a Hen Reading K-1                06009  0-76645-08076-9
                       Beginning Reading 1-2                                          06028
                08077  A Different Tune/It's Magic Reading 1-2                        06029  0-76645-08077-6
                08064  Phonics 2-3                                         02008             0-76645-08064-6
                       Beginning Reading K-1                                          06007
                08074  Beep, Beep!/I want a Pet                                       06003  0-76645-08074-5
                       Beginning Reading 1-2                                          06018
                08075  The Big Race/Nicole Digs a Hole                                06026  0-76645-08075-2

                       PENCIL-PAL
                08080  Pencil-Pal Preschool                                                  0-76645-08080-6
                08081  Pencil-Pal Kindergarten                                               0-76645-08081-3
                08082  Pencil-Pal First Grade                                                0-76645-08082-0
                08083  Pencil-Pal Phonics                                                    0-76645-08083-7
</TABLE>



<PAGE>

                                   SCHEDULE B
                          School Zone Reserved Markets




I.  Schools and School Districts in the United States and Canada.

II.  The following primary customers:

              Best Buy                 Office Depot
              Costco                   Ross Stores
              CVS                      Sam's Club
              Discovery Toys           School Zone Publishing
              Fry's Electronics        Super Duper Publications
              Giant Foods              Target
              H.B. Fenn                Toys R Us
              K-Mart                   Walgreen's
              Lakeshore                Wal-Mart
              Meijer

III.  The customers listed on the CE-ROM in the pocket on the next page.