Dear Questia Series B Preferred Shareholder,

The Board of Directors has adopted resolutions extending the Series C
offering in order to attempt to secure additional investors. This is notice
that the proxy holder of your shares intends to vote in favor of the
resolutions, and of your right to revoke your proxy with respect to this
vote.


(See attached file: Notice of Voting Event (Sept. 2001).DOC)(See attached
file: Shareholders Resolution (Notice) September __, 2001.DOC)

Regards,

Kevin V. Weido
Acting Secretary
Questia Media America, Inc.
3 Greenway Plaza, Suite 1700
Houston, Texas 77046
713-358-2724 phone
713-358-2990 fax
kweido@questia.com
 - Notice of Voting Event (Sept. 2001).DOC 
 - Shareholders Resolution (Notice) September __, 2001.DOC