Exhibit 10.3

                      Skala International Enterprises Inc.
            1107-11871 Horseshoe Way, Richmond, B.C., Canada V7A 5H5

                             DISTRIBUTION AGREEMENT

It is intended that Skala International Enterprises Inc., a body corporate, duly
incorporated  under the laws of the  Province of British  Columbia  ("Skala") be
granted the right to manufacture and distribute  certain  products under licence
from Amit Raheja.

1. Basic  Relationship:  Sjcala is hereby granted the right to  manufacture  and
distribute  for sale under  licence  from Amit  Raheja  subject to the terms and
conditions of this Agreement certain products as follows:

         KS CD
         ("the Product")

Amit Raheja  warrants to Skala that the Product is an original work and is in no
way whatever a violation of any existing copyright; that it contains no unlawful
materials;  that all  statements  contained  therein  purporting to be facts are
true; and that it has full power to make this Agreement.

2.       Confidential Information:  Amit Raheja agrees that all documents, trade
         secrets and confidential  information including customer lists relating
         to the sale of the Product  ("the  Confidential  Information")  are the
         sole and  absolute  property  of Skala.  Amit Raheja  acknowledges  and
         agrees  that  the  disclosure  of  the   Confidential   Information  to
         competitors  of Skala or any person or company  that intends to solicit
         business  from  customers  of Skala would cause  injury and harm to the
         Skala. Amit Raheja agrees to indemnify and hold harmless Skala from and
         0against:

(a)      any and all damage or loss  suffered  or  resulting  from the  wrongful
         disclosure by Aster  Interactice  of the  Confidential  Information  to
         third parties or by Amit Raheja utilizing the Confidential  Information
         for its own purposes;

(b)      any costs or expenses  incurred  by Skala to recover  the  Confidential
         Information  and in  obtaining  an  injunction  against  Amit Raheja to
         prevent the disclosure of the Confidential  Information and any and all
         actions, suits, proceedings, demands, assessments, judgments, costs and
         legal and other expenses incidental to any of the foregoing.

3.       Royalties:  In consideration of Amit Raheja granting a licence to Skala
         to manufacture and distribute for sale the Product,  the Company agrees
         to pay you the following royalties to Amit Raheja, for the Product:

(a)      For the first 1,500 units manufactured, $3.00 (U.S.) each;

                                                                      initials

(b)      For the next 50,000 units manufactured, $0.90 (U.S.) each;

                                       87
<PAGE>

(c)      For 50,001 to 100,000 units, $0.60 (U.S.) each;

(d)      For 100,000+ units, $0.25 (U.S.) each.

It is  anticipated  that the Product  will be  manufactured  in lots of 3,000 to
5,000 units per run.

4.  Payment of Royalties:  An advance on royalties of $3,000.00  (U.S.) shall be
paid by Skala to Amit  Raheja  upon  delivery  of a complete  masterunit  of the
Product in its final form to Skala  sufficient  to enable  Skala to  manufacture
duplicate units. All production of units of the Product must be reported to Amit
Raheja and payment made within 90 days.

5.  Replication  as per schedule:  Replication  of the CD-ROM's shall be allowed
only on receipt of an original  schedule  which mentions  quantities  allowed to
replicate  and the  payment  terms.  This  schedule  must be signed by Mr.  Amit
Raheja.

6.  Expenses: Skala acknowledges and agrees that it shall not contract any debts
or  obligations  in Amit  Raheja's  name or in any way binding  upon Amit Raheja
without prior written authorization.

7.  Confidentiality:   Skala  shall  treat  as  confidential  and  appropriately
safeguard both during the term of this  Agreement and  thereafter  Amit Raheja's
proprietary  information which are received at any time from Amit Raheja for the
purpose of this Agreement.  Proprietary  information includes written,  printed,
graphic or electronically  recorded  materials  furnished by the Amit Raheja for
Skala to use.

8. Written Notices: Any and all written notices required hereafter, shall either
be handdelivered with a written receipt of an authorized representative of Skala
obtained on a copy  thereof,  or they shall be sent by certified  or  registered
mail  to:  Skala  International  Enterprises  Inc.,  1107-11871  Horseshoe  Way,
Richmond, B.C. V7A 5H5.

9.  Effective Date: This Agreement shall not become effective until it is signed
by both  parties.  There are no  understandings,  representations  or agreements
outside of the terms of this Agreement and this Agreement shall not be modified,
except in writing.

10. Dispute Resolution:  In the event that a dispute arises between the  parties
hereto as to any matter relating to this Agreement,  unless  otherwise  mutually
agreed,  the matter  shall be settled by  arbitration  to be held at the City of
Vancouver, Province of British Columbia in accordance with the provisions of the
Commercial  Arbitration  Act of the  Province of British  Columbia and the award
rendered by such arbitrator(s) shall not be subject to appeal and may be entered
in any court having jurisdiction thereof.









                                       88
<PAGE>


11.      Miscellaneous:

(a)      The parties hereto  covenant and agree that each of them shall and will
         upon reasonable request of the other party make, do, execute,  or cause
         to be made,  done or executed,  all such further -or other lawful acts,
         deeds, things,  devices and assurances  whatsoever for the better of or
         more perfect and absolute  performance  of the terns and  conditions of
         this Agreement.

(b)      If, at any time during the continuance of this Agreeinent,  the parties
         hereto shall deem it necessary or expedient to make any  alternation to
         this Agreement,  they may do so by means of a written agreement between
         them which shall be supplemental hereto and form part hereof.

(c)      The  provisions  herein  constitute  the entire  agreement  between the
         parties  and  supersedes  all  previous  expectations,  understandings,
         communications,   representations  and  agreements  whether  verbal  or
         written between the parties with respect to the subject matter hereof

(d)      If any provision of this Agreement is  unenforceable or invalid for any
         reason whatever,  such  unenforceability or invalidity shall not affect
         the  enforceability  or validity of the  remaining  provisions  of this
         Agreement and such  provision  shall be severable from the remainder of
         this Agreement.

(e)      This  agreement  shall entire to the benefit of and be binding upon the
         parties hereto and their respective heirs,  executors,  administrators,
         successors and assigns.

12.      Applicable  Law:  This  Agreement  shall be governed by the laws of the
         Province of British Columbia.

We hereby agree to the terms of this Agreement: Date:
May 19th, 2001

AMIT RAHEJA



/s/ Amit Raheja
------------------------
Authorized Signatory

Date: May , 2001

SKALA INTERNATIONAL ENTERPRISES INC.

/s/ Mahase Bahadoorsingh
------------------------------






                                       89
<PAGE>


                        DISTRIBUTION AGREEMENT AMENDMENT

 With   reference  to  the   distribution/licensing   agreement   between  Skala
 International Enterprises Inc. and Mr. Amit Raheja dated May 19, 2001 (attached
 to the Appendix)  wherein Skala had been granted the right to  manufacture  and
 distribute certain products under license from Amit Raheja.

 Keeping all the terms of the agreement  dated May 19`2001 the same, Amit Raheja
 permits  Skala to assign the  agreement in toto to  Kamasutracd  Ltd. a British
 Columbia corporation or a company of Skala's choice with immediate effect.

 We hereby agree to the terms of the this Amendment to the  Agreement  dated May
 19, 2001.

  Amit Raheja

  /s/ Amit Raheja
  ---------------------------                          Dated: February 21, 2002
  (Authorized Signatory)


  Skala International Enterprises Inc.

  /s/ Mahase Bahadoorsingh                             Dated: February 21, 2002
  ---------------------------
  (Authorized Signatory)
















                                       90