<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>7
<FILENAME>doc6.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>


September 13, 2002


Gene Abbadessa
Star E-Media Corporation
7700 Irvine Center Drive, Suite 510
Irvine, CA 92618

Re:  Distribution  Agreement  between  Scholastic  Inc.  ("Scholastic") and Star
     E-Media  Corporation ("Star E-Media") dated as of March 1, 2000 (the "March
     1, 2000 Agreement"); and Distribution Agreement between Scholastic and Star
     E-Media  dated  as  of  December 1, 1999, as amended (the "December 1, 1999
     Agreement")  (collectively,  the  "Agreements")


Dear Mr. Abbadessa:

This  letter  is  to  confirm that at this time and until February 28, 2004 with
respect  to the March 1, 2000 Agreement, Star E-Media has the exclusive right to
advertise,  market,  distribute and sell Scholastic's software product Math Shop
Deluxe  in  the  Arabic language for distribution in Saudi Arabia subject to the
terms  and  conditions  of  the  March  1,  2000  Agreement.

Furthermore,  at  this  time  and  until  December  1,  2002 with respect to the
December  1,  1999 Agreement, Star E-Media has the exclusive right to advertise,
market,  distribute  and sell the following of Scholastic's software products in
the  Arabic  language  as a bilingual Arabic-English product for distribution in
Saudi Arabia: I'm Ready for Kindergarten: Huggly's Rescue; I Spy Spooky Mansion;
I Spy Junior; Scholastic SuperPrint Deluxe; Chato's Kitchen; Why Mosquitoes Buzz
in  People's  Ears;  Usborne's  Animated  First  Thousand  Words;  I'm Ready for
Kindergarten: Huggly's Sleepover; and I Spy, subject to the terms and conditions
of  the  December  1,  1999  Agreement.


Sincerely,



/s/ Alan Waldman
Alan Waldman
Vice President & General Manager,
Scholastic Software Group




</TEXT>
</DOCUMENT>