AMENDMENT TO STOCK PURCHASE AGREEMENT


         WHEREAS  pursuant to the Stock Purchase  Agreement dated as of the 28th
day of May, 2001 ("Effective Date") between Lingo Media Inc.,  formerly known as
Alpha  Communications Corp.  ("Seller") and 1476848 Ontario Inc.  ("Purchaser"),
the Seller agreed to sell and the Purchaser agreed to purchase 44,000,000 issued
and  outstanding  shares of common stock in the capital of AlphaCom  Corporation
("Corporation") for the aggregate sum of CDN$150,000 to be paid and satisfied in
accordance  with the provisions of the Stock  Purchase  Agreement and subject to
the terms and conditions thereof; and

         WHEREAS the  Corporation  is  indebted  to the Seller  with  respect to
advances made by the Seller to the Corporation by way of loan since June 2000 in
the sum of US$29,625.00  (the "Debt"),  which Debt is disclosed in Schedule 3.09
to the Stock Purchase Agreement; and

         WHEREAS  the  Seller has  agreed to  forgive  the Debt,  subject to the
Purchaser  agreeing to reduce the number of the Common Stock to be purchased and
sold pursuant to the Stock Purchase  Agreement from  44,000,000  Common Stock to
43,290,000 Common Stock; and

         WHEREAS  the Seller and the  Purchaser  have  agreed to amend the Stock
Purchase  Agreement to reflect the  foregoing  recital as and from the Effective
Date;

         NOW THEREFORE  THIS  AGREEMENT  WITNESSTH  THAT,  for good and valuable
consideration, the parties hereto hereby agree as follows:


1.       Definitions

         Terms referred and not defined herein shall have the meanings  ascribed
thereto in the Stock Purchase Agreement.

2.       Amendments

         Effective as of the Effective Date:

2.1      Shares

         The reference to "44,000,000" in the definition of Shares in the second
recital of the Stock Purchase Agreement is deleted and 43,290,000 substituted.

2.2      Liabilities

         Notwithstanding   anything  to  the  contrary  in  the  Stock  Purchase
Agreement including, without limitation, Section 3.09 thereof, the Seller hereby
forgives the Debt and releases and discharges the  Corporation  from any and all
obligations to the Seller with respect to the Debt.

<PAGE>

3.       Reaffirmation of Obligations

         The  parties   hereto  each  reaffirm   their   respective   covenants,
agreements,  warranties and representations  under the Stock Purchase Agreement,
and  each  of  the  parties  confirm  their  respective  covenants,  agreements,
warranties and  representations  remain in full force and effect with respect to
the Stock Purchase Agreement, as hereby amended.


4.       No Waiver or Other Amendment

         Except as expressly set forth herein,  no waiver or other  amendment of
any other term, condition,  covenant, agreement or any other aspect of the Stock
Purchase Agreement is hereby intended or implied.

5.       Effectiveness of Amendment

         This amendment shall become effective as of the Effective Date.

6.       Counterparts

         This  Amendment  may be executed in one or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the Effective Date.



                                                   Lingo Media Inc.



                                                   By:/s/ Michael P. Kraft
                                                      --------------------------
                                                      Michael P. Kraft
                                                      President, CEO & Director

                                                      1476848 Ontario Inc.



                                                   By:/s/ William A. Montgomery
                                                      --------------------------
                                                      William A. Montgomery

                                                      President & Secretary