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                                                                    Exhibit 10.8
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                             EMPLOYMENT AGREEMENT

     This employment agreement (the "Agreement") is effective December 31, 2001,
between LearningStar Corp. ("Employer") and Judith McGuinn ("Employee").

                                   Recitals

     WHEREAS, on April 30, 2001, Earlychildhood LLC ("Earlychildhood") and
SmarterKids.com, Inc. combined their respective businesses and, in connection
therewith, each became a wholly-owned subsidiary of Employer (the
"Combination");

     WHEREAS, prior to the Combination, Employee was Vice President, E-Content
and Publishing of Earlychildhood pursuant to an Employment Agreement dated as of
December 6, 1999

     WHEREAS, Employer desires the services of Employee in order to retain
Employee's experience, abilities, and knowledge, and is therefore willing to
engage her services on the terms and conditions set forth herein; and

     WHEREAS, Employee desires to be employed by Employer and is willing to do
so on the terms and conditions set forth herein.

     NOW THEREFORE, in consideration of the above recitals and of the mutual
promises and conditions set forth in this Agreement, it is agreed as follows:

1. Duration: Subject to earlier termination as provided in this Agreement,
   Employee shall be employed for a term beginning December 31, 2001, and
   continuing through December 31, 2002. If Employer intends to employ Employee
   after the termination of this Agreement, the parties will meet at least sixty
   (60) days prior to the expiration of this Agreement to make a good faith
   attempt to negotiate a new agreement.

2. Place of Employment: Unless the parties agree otherwise in writing, during
   the employment term Employee shall perform the services Employee is required
   to perform under this Agreement at Employer's headquarters (which are
   currently located at 2 Lower Ragsdale Drive, Suite 200, Monterey, California,
   93940); provided, however, that Employer may from time to time require
   Employee to travel temporarily to other locations on Employer's business.

3. Duties and Authority: Employer shall employ Employee as Chief Operating
   Officer or in such other capacity or capacities as Employer may from time to
   time prescribe. Employee shall have the full power and authority to manage
   and conduct business for the Employer, subject to the directions and policies
   of Employer as they may be, from time to time, stated either orally or in
   writing.
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4. Reasonable Time and Effort: During Employee's employment, Employee shall
   devote such time, interest, and effort to the performance of this Agreement
   as may be fairly and reasonably necessary.

5. Salary: During the term of this Agreement, Employer agrees to pay Employee a
   base salary of $190,000 per year. The base salary shall be payable as a
   current salary on a semi-monthly basis. Employer, in its sole discretion, may
   increase Employee's base salary or any other benefits but may not decrease
   Employee's salary during the term of this Agreement. At Employee's request,
   Employee will receive a salary review at or near the end of each twelve (12)
   month period during the term.

   If, during the term of this Agreement, Employee's position is eliminated for
   any reason and/or: (1) Employee's title is lowered; (2) Employee's reporting
   assignment is changed, without Employee's consent, to anyone other than
   Ronald Elliott while Ronald Elliott remains employed by Employer; (3)
   Employee resigns (because Ronald Elliott ceases to be Chief Executive Officer
   of Employer (or Employer's successor); (4) Employee's place of business is
   relocated at least thirty (30) miles from Employer's headquarters on the
   effective date of this Agreement; (5) any reason apart from the reasons set
   forth in the sections below titled "Termination," "Termination Because of
   Death," and/or "Termination Because of Disability," (each of these clauses
   (1) through (5) constituting an "involuntary termination") Employer shall
   continue to pay Employee's base salary in effect at the time of Employee's
   termination of employment through December 31, 2002. In such case, Employee
   will have no obligation to mitigate her lost compensation. In such case,
   Employer will also reimburse Employee's insurance premiums incurred as a
   result of the continuation of Employee's benefits coverage required by COBRA.

   Whenever compensation is payable to Employee during a time when Employee is
   partially or totally disabled and such disability would entitle Employee to
   disability income or to salary continuation payments from Employer according
   to the terms of any plan now or hereafter provided by Employer or according
   to any policy of Employer in effect at the time of such disability, Employee
   shall apply for such disability income or salary continuation, and the
   compensation payable to Employee under this Agreement shall be inclusive of
   any such disability income or salary continuation and shall not be in
   addition to such disability income or salary continuation. If disability
   income is payable to Employee by an insurance company under an insurance
   policy paid for by Employer, the compensation payable to Employee under this
   Agreement shall be inclusive of the amounts paid to Employee by that
   insurance company and shall not be in addition to the amounts paid to
   Employee by that insurance company.

6. Additional Benefits: During the employment term, Employee shall be entitled
   to receive all other benefits of employment generally available to Employer's
   other senior managerial employees as she becomes eligible for them, including
   medical, dental, life and disability insurance benefits, and participation in
   Employer's 2001 Stock Option and Incentive Plan, pension plan, quarterly
   bonus plan and/or profit-sharing plan.

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    Employer reserves the right to modify, suspend or discontinue any and all of
    the above benefit plans, policies and practices at any time without notice
    to or recourse to Employee so long as such action is taken generally with
    respect to other similarly situated persons and does not single out
    Employee.

7.  Vacation: Employee shall be entitled to four weeks (20 business days) of
    paid vacation each calendar year, which shall accrue on a pro rata basis
    from the date employment commences under this Agreement. Vacation time will
    continue to accrue so long as Employee's total accrued vacation does not
    exceed four weeks (20 business days). In the event Employee's accrued
    vacation should reach four weeks (20 business days), Employee will cease to
    accrue further vacation until Employee's accrued vacation time falls below
    that level.

    Employee agrees to inform Employer of her vacation schedule as soon as
    reasonably possible but not later than 30 days in advance of taking such
    vacation. Employee further agrees to schedule Employee's vacation at a time
    that is not disruptive to the company's business.

8.  Paid Time Off: In addition to vacation accrual as set forth in the
    "Vacation" section above, Employee shall be entitled to nine (9) business
    days of Paid Time Off ("PTO") each calendar year. PTO will continue to
    accrue so long as Employee's total accrued PTO does not exceed fourteen (14)
    business days. In the event Employee's accrued PTO should reach fourteen
    (14) business days, Employee will cease to accrue further PTO until
    Employee's accrued PTO falls below that level. Other than the accrual and
    maximum accrual of PTO as set forth in this section of the Agreement,
    Employee's PTO shall be governed by the PTO provisions of the LearningStar
    Corp. Employee Manual.

9.  Expense Reimbursement: During the employment term, to the extent that such
    expenditures satisfy the criteria under the Internal Revenue Code for
    deductibility by Employer (whether or not fully deductible) for federal
    income tax purposes as ordinary and necessary business expenses, Employer
    shall reimburse Employee promptly for reasonable business expenses,
    including travel, entertainment, parking, business meetings, and
    professional dues, made and substantiated in accordance with the policies
    and procedures established from time to time by Employer with respect to
    Employer's other similarly situated employees.

10. Termination: Employer may terminate this Agreement at any time for cause.
    Under this Agreement, the term "cause" shall mean (i) misappropriation of
    any material funds or property of Employer or of any of its related
    companies; (ii) unjustifiable neglect of duties under this Agreement; (iii)
    conviction of a felony involving moral turpitude; (iv) gross misconduct
    and/or the failure to act in good faith to the material detriment of
    Employer, or (v) willful and bad faith failure to obey reasonable and
    material orders given by Employer; provided that in each such case (other
    than (i) or (iii)) prompt written notice of such cause is given to Employee
    specifying in reasonable detail the facts giving rise to the notice and that
    continuation of such cause will result in termination of employment, and
    such cause is not cured within three (3) business days after receipt by
    Employee of such notice. If Employee is terminated as set forth in this
    paragraph, then payment of the specified salary earned and benefits accrued
    as of the date of the termination shall be payment in full of all
    compensation payable under this Agreement.

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    Employer may, at Employer's election, suspend the operation of this
    Agreement both as to the rendition of Employee's services and as to
    Employee's compensation for and during the continuance of any period(s)
    during which Employer shall be materially hampered, interrupted or
    interfered with in the normal conduct of Employer's business by reason of
    any epidemic, fire, action of the elements, strike, walkout, labor dispute,
    governmental order, court order or order of any other legally constituted
    authority, act of God or public enemy, riot, civil commotion, inability to
    procure materials and equipment or any other cause or causes beyond
    Employer's control, whether of the same or any other nature. If any
    suspension by reason of the preceding sentence shall continue for more than
    eight (8) consecutive weeks, then Employer may terminate this Agreement for
    the then-remaining portion of the Term. If Employer suspends Employee's
    services and compensation pursuant to this paragraph for a period of eight
    (8) consecutive weeks or longer, Employee shall have the right to terminate
    the Agreement on five (5) days written notice unless Employer resumes
    payment of Employee's compensation hereunder within five (5) days of receipt
    of such notice. If Employee is terminated as set forth in this paragraph,
    Employer shall be released and discharged of and from all further
    obligations under this Agreement, except for any monies due and owing to
    Employee and then unpaid which shall have vested prior to such termination.
    Notwithstanding the foregoing, Employer shall not suspend or terminate the
    operation of this Agreement pursuant to this paragraph (which shall be known
    as the "Force Majeure" paragraph) unless the agreements of employees based
    at Employer's headquarters, of a status of vice president or higher are
    simultaneously suspended or terminated.

11. Termination Because of Death: In the event that Employee dies during the
    term of this Agreement, this Agreement shall be terminated on the last day
    of the calendar month of her death and Employer shall be required to pay to
    Employee's estate the specified salary and any additional benefits accrued
    by Employee at the time of her death.

12. Termination Because of Disability: If, at the end of any calendar month
    during the initial term or any renewal term of this Agreement, Employee is
    and has been for the three (3) consecutive full calendar months then ending,
    or for 80% or more of the normal working days during the six (6) consecutive
    full calendar months then ending, unable due to mental or physical illness
    or injury to perform Employee's duties under this Agreement, Employer shall
    have the right to, subject to applicable federal and state law, to terminate
    Employee's employment, and Employer shall only be obligated to pay Employee
    the specified compensation earned and benefits accrued by Employee at the
    time of her termination by Employer.

13. Agreement Survives Combination or Dissolution: This Agreement shall not be
    terminated by Employer's voluntary or involuntary dissolution or by any
    merger in which Employer is not the surviving or resulting corporation, or
    on any transfer of all or substantially all of Employer's assets. In the
    event of any such merger or transfer of assets, the provisions of this
    Agreement shall be binding on and inure to the benefit of the surviving
    business entity or the business entity to which such assets shall be
    transferred.

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14. Notices: All notices that either party is required or may desire to serve
    upon the other may be served either personally or sent Certified Mail /
    Return Receipt Requested addressed to the other party to be served as
    follows:

    To Employer: LearningStar Corp. , 2 Lower Ragsdale Dr., #200, Monterey, CA
    93940.
    To Employee: Judith McGuinn, [Address], [Address] .

15. Employee Manual: Employee acknowledges that Employee has been provided a
    copy of the LearningStar Corp. Employee Manual. It is agreed and understood
    that the Employee Manual represents guidelines that the Company may change
    from time to time in its sole discretion. It is not intended to be a
    contract. To the extent that this Agreement conflicts with the Employee
    Manual, the terms of this Agreement pertain to Employee's employment.

16. Nondisclosure of Confidential Information or Trade Secrets: In the course of
    Employee's employment with Employer, Employee will have access to
    confidential records and data pertaining to Employer's customers and its
    operations. Such information is considered secret and is disclosed to
    Employee in confidence. Furthermore, all memoranda, notes, records, computer
    files, and other documents or tangible material made or compiled by
    Employee, or made available to Employee during the term of this Agreement
    concerning the business of Employer, shall be the sole property of Employer
    and shall be delivered to Employer on the expiration or termination of this
    Agreement, or at another time on request. During Employee's employment with
    Employer and thereafter, Employee shall keep in confidence and shall not
    directly or indirectly disclose any secret or confidential information
    belonging to Employer or any of its related companies except as required in
    the course of Employee's employment by Employer and/or authorized in writing
    by Employer, or required by law.

17. Governing Law: This Agreement shall be governed by, and construed in
    accordance with, the laws of the State of California.

18. Waiver: The failure by either party to exercise or enforce any terms or
    conditions under this Agreement shall not be deemed to be a waiver of that
    party's right to exercise or enforce any such term or condition in the
    future. The waiver by either party of any breach, default, or omission in
    the performance of any of the terms or conditions of this Agreement by the
    other party shall not be deemed to be a waiver of any other breach, default,
    or omission.

19. Severability: If any part of this Agreement is invalidated or rendered
    unenforceable by any court of competent jurisdiction or by any regulation or
    legislation to which it is subject, the remaining provisions and that
    provision found invalid or unenforceable as it may apply to other
    circumstances, shall remain in full force and effect. In such event, the
    parties shall promptly negotiate in good faith to amend this Agreement by
    replacing such stricken provision with a valid and enforceable provision
    that fulfills the original intention of the invalid or unenforceable
    provision.

20. Entire Agreement: This Agreement constitutes the entire Agreement of the
    parties with respect to the subject matter hereof and cancels and supersedes
    all previous agreements or understandings relating thereto, whether written
    or oral, between the parties.

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21. Arbitration: In the event that there shall be a dispute between the parties
    arising out of or relating to this Agreement or the breach thereof, other
    than Section 16 hereof, the parties agree that such dispute shall be
    resolved by final and binding arbitration before a sole arbitrator in
    Monterey, California administered by the American Arbitration Association
    ("AAA") in accordance with AAA's Labor Arbitration Rules then in effect.
    Depositions may be taken and other discovery may be obtained during such
    arbitration proceedings to the same extent as authorized in civil judicial
    proceedings. Any award issued as a result of such arbitration shall be final
    and binding between the parties thereto, and shall be enforceable by any
    court having jurisdiction over the party against whom enforcement is sought.
    The prevailing party in any legal action (including arbitration) shall be
    entitled to recover any and all reasonable attorneys' fees and other costs
    reasonably incurred in connection therewith.

22. Amendment: This Agreement shall only be amended or waived by a writing that
    explicitly refers to this Agreement and that is signed by both parties.

23. Execution: The parties, having carefully read this Agreement and having
    consulted or having been given an opportunity to consult legal counsel,
    hereby acknowledge their agreement to all of the foregoing terms and
    conditions by executing this Agreement. Each signatory hereto represents and
    warrants that it is authorized to sign this Agreement on behalf of the
    respective party. This Agreement may be executed in any number of
    counterparts, and each such counterpart shall be an original and together
    they shall constitute one agreement.


EMPLOYER                               EMPLOYEE
By:                                    By:

  /s/ Ronald Elliott                     /s/ Judith McGuinn
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Ronald Elliott                         Judith McGuinn
Chief Executive Officer
LearningStar Corp.

Date: December 31, 2001                Date: December 31, 2001

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