DAVID J. WEDGE
                              COMPUTER LAW
                       #100 - 1525 West 8th Avenue
                   Vancouver, British Columbia V6J 1T5
                             (604) 739-2100
                           Fax (604) 739-2123

June 28, 1996

ERNST & YOUNG
22nd Floor
700 West Georgia Street
Vancouver, B.C.
V7Y 1C7

Attention:  Bill Humphries

RE:  Starnet Computer Communications Inc. ("Starnet")

We are legal counsel retained on behalf of Starnet.

You have asked for comments on Starnet's operation prior to commencing a
relationship with them as their auditors and financial advisors.

We have limited our inquiries and comments to the general aspects of
Starnet's entertainment offering over the Internet.  We have visited
Starnet's operations at its offices at 425 Carrall Street in Vancouver and
have spoken with Mr. Mark N. Dohlen, Starnet's CEO.

We have not undertaken any searches with the Registrar of Companies nor
have we reviewed the corporate records of Starnet and as such offer no
comment on the corporate existence, power, or capacity of Starnet.  Neither
have we investigated whether Starnet holds any business licenses from the
City of Vancouver.

The Law as it relates to the Internet
- -------------------------------------

The explosive growth of the Internet and the many services provided on it
have outstripped the capacity of the law to respond.  The challenge to
businesses operating on the Internet, and to the professionals who advise
them, is to try to anticipate the impact of the old laws on the new
technologies and the effects of new regulations which may be imposed.  Due
to the changing nature of regulation and the effects of judicial decisions
handed down, and the "usual and customary" business practices in the
industry change as well.

Accordingly, simple and precise answers do not exist.  As a result, the
comments below do not represent a legal opinion, but a comment based on
information currently available, designed to give an appreciation of the
various legal issues involved in conducting a business operating on the
Internet.



Legal Issues
- ------------

Criminal Law - Indecency and obscenity law considerations surrounding adult
oriented materials.

This is an immediate area of concern where adult oriented materials are
being offered.  The Criminal Code of Canada sets out a criminal offense of
distributing obscenity and in general prohibits the "production and
distribution" of obscene material.

According to the representations made by Starnet, the materials offered
over the Internet by Starnet are comparable to adult oriented material
offered and available locally to the public through other distribution
methods (such as print and film or video) or in live performances in night
clubs and bars.  It would therefore appear that the waters have been tested
by the distributors of similar materials in other media and that the
activities of Starnet with respect to obscenity law would not likely be
considered a breach of the criminal law, unless standards as a whole become
more restrictive or unless Starnet changes the nature of the materials it
offers.  In such a case, Starnet may become open to prosecution for its
activities in Canada.  Merely moving offending portions of its operations
outside of Canada at that point would not likely provide a solution for the
company if a "real and substantial" link to Canada could still be
established.

The effect of distributing the product outside of Canada is difficult to
gauge.  The Internet has a worldwide reach and the thresholds of indecency
laws outside of Canada depend on local standards which can vary greatly
from area to area.

As well, the international and interjurisdictional reach of such laws has
yet to be fully tested.  Canadian courts have not adopted the position that
Canadian criminal law has extra-territorial effect unless this is clearly
stated in the law itself.  Conversely, they have adopted the principle that
a foreign penal law has no force and effect in Canada.

US courts on the other hand have been more willing to give extraterritorial
effect to US laws.  An examination of past practices shows that political
pressure is often a major indicator of whether US officials will choose to
prosecute outside their jurisdiction, and that political pressure applied
to persons or companies inside the US can be used as a method of indirect
enforcement.  As an example, a US telecommunications carrier may be
pressured to refuse to carry the traffic of certain foreign companies or to
drop them as customers.

Other legal issues

Other legal considerations relevant to Starnet's operation are:

- -    Regulatory issues, including
     - local government regulation of business activities
     - CRTC jurisdiction over and regulation of the Internet

- -    Rights to privacy issues, and



- -    Ownership rights, including:
     - copyright, trade-mark, and related matters
     - Internet domain name issues
     - performance rights issues

These matters do not directly affect the legality of Starnet's operations,
but are in the nature of business risks which should be addressed, along
with the laws relating to the operation of a business generally, as part of
the role of the management of Starnet in the operation of its business.

We trust that the foregoing comments are helpful in your considerations.


Yours truly,

DAVID J. WEDGE COMPUTER LAW


/s/ VELLO SORK
Vello Sork


cc:  Tom O'Flaherty, Ernst & Young
     Mark N. Dohlen, Starnet Computer Communications Inc.