EXHIBIT 99.3


                             SMARTERKIDS.COM, INC.

     SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON ____________  ___, 2001

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

  The undersigned, revoking all prior proxies, hereby appoints David Blohm and
Robert Cahill and each of them, with full power of substitution, as proxies
to represent and vote all shares of common stock, par value $.01 per share
("Common Stock") of SmarterKids.com, Inc., a Delaware corporation (the
"Company"), which the undersigned would be entitled to vote if personally
present at the special seeting of stockholders of the Company to be held on
______  ___, 2001, at 10:00 a.m. local time, at the offices of Testa, Hurwitz &
Thibeault, LLP, 125 High Street, High Street Tower 22nd Floor, Boston,
Massachusetts 02110, and at all postponements and adjournments thereof, upon
matters set forth in the Notice of Special Meeting of Stockholders and the Proxy
Statement-Prospectus dated ______ ___, 2001, a copy of which has been received
by the undersigned.  The proxies are further authorized to vote, in their
discretion, upon such other business as may properly come before the special
meeting or any postponements and adjournments thereof.


  The Board of Directors recommends a vote FOR the approval and adoption
of the combination agreement by and among SmarterKids.com, Inc., Earlychildhood
LLC, LearningStar Corp. and S-E Educational Merger Corp. and the transactions
contemplated thereby.


                               SEE REVERSE SIDE



THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF DIRECTORS AND FOR THE PROPOSALS IN ITEMS 2 AND 3.

[X]  Please mark votes as in this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1

To consider and vote upon a proposal to approve and adopt the Contribution
Agreement and Plan of Reorganization and Merger by and among Earlychildhood,
SmarterKids.com,inc., LearningStar Corp., and S-E Educational Merger Corp.
pursuant to which, among other things, the combination of SmarterKids.com and
Earlychildhood.com will be effected by:

 .    the contribution to LearningStar by the holders of all of
     Earlychildhood's outstanding membership interests of their entire ownership
     interest in Earlychildhood.com such that Earlychildhood will become a
     wholly-owned subsidiary of LearningStar, and the holders of
     Earlychildhood.com membership interests will be entitled to receive an
     aggregate of ___________ shares of LearningStar common stock; and

 .    the merger of S-E Educational Merger Corp. with and into SmarterKids.com
     such that SmarterKids.com will become a wholly-owned subsidiary of
     LearningStar and each issued and outstanding share of SmarterKids.com
     common stock will be converted into the right to receive one share of
     LearningStar common stock.

     [_]   FOR     [_]   AGAINST     [_]   ABSTAIN

[_]  MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW

_______________________________________

_______________________________________

Please sign exactly as name appears below.  Joint owners must both sign.
Attorney, executor, administrator, trustee or guardian must give full title as
such.  A company or partnership must sign its full name by authorized person.

__________________________________________
       Signature of Stockholder

Date:_________________________________, 2001

__________________________________________
     Signature if held jointly

PLEASE COMPLETE, SIGN DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.


I/We will attend the meeting.     [_]   YES     [_]   NO