AMENDMENT TO STOCK PURCHASE AGREEMENT

     WHEREAS  pursuant to the Stock Purchase  Agreement dated as of the 2801 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   AGREEMENTWITNESSTH   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.



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


                                                 Lingo Media Inc.




                                              By: __________________
                                                 Michael P. Kraft
                                                 President, CEO & Director


                                                 1476848 Ontario Inc.



                                              By: _____________________
                                                   William A. Montgomery
                                                   President & Secretary