Subject: Extension of Series C Offering and Waiver of Right to Participate
From: [email-masked]
Cc: [email-masked]
Date: Mon, 2 Jul 2001 05:27:50 -0700 (PDT)

June 29, 2001

Dear Questia Stockholder:

As a follow-up to our Series C stock offering, I would like to inform you
that the participation in our Series C offering has been slower than
anticipated.  We had originally intended to raise $15MM to $20MM dollars.
To date we have raised approximately $11MM although we are expecting to
hear from several Taiwanese investors about a substantial investment that
will be incremental to the $11MM that has been raised to date.

Additionally, we have recently retained Credit Suisse First Boston to
assist us with a $25MM private placement with a strategic partner.  We are
optimistic that this round will close in mid to late September 2001.

You may recall that the Series C documents provided for us to close the
Series C round on May 31, 2001.  Questia would like to extend that period
to permit additional Series C investors to participate in the Series C
round on the same terms and conditions as the Series C investors who
participated prior to May 31, 2001.

In order to facilitate this extension, I ask that you sign the attached
waiver and return it to me by fax at 713-358-2996.

Please call me if you have any questions.

Sincerely,

J. David Cabello
Vice President and General Counsel

Questia Media America, Inc.
3 Greenway Plaza, Suite 1700
Houston, Texas 77046
713-358-2521 phone
713-358-2996 fax
[email-masked]

(See attached file: Seried C Notice 6.12.01.DOC)(See attached file: term
sheet april 16, 2001.doc)(See attached file: Short Form Waiver - SERIES
B.DOC)

 - Seried C Notice 6.12.01.DOC 
 - term sheet april 16, 2001.doc 
 - Short Form Waiver - SERIES B.DOC