EXHIBIT 10.5
                                  ------------

                             JOINT VENTURE AGREEMENT

THIS JOINT VENTURE  AGREEMENT (the  "Agreement")  is made and entered into as of
this  10th  day  of  January,  2006  (the  "Effective  Date"),  by  and  between
INTERNATIONAL STAR, INC., a corporation organized and existing under the laws of
the State of Nevada ("Star"),  and RESOLVE CAPITAL FUNDING CORPORATION,  INC., a
corporation  organized  and existing  under the laws of the Province of Ontario,
Canada  ("Resolve").  Star and  Resolve  shall  sometimes  be referred to herein
individually as a "Party" or collectively as the "Parties."

                                    RECITALS
                                    --------

      WHEREAS, Star is engaged in the acquisition and commercial exploitation of
mineral rights in the United States, and within such activities has acquired and
is seeking to exploit  that  certain  real  property  situated  in the County of
Mohave,  State of Arizona known as the Detrital Wash Property (the  "Property"),
as more particularly  described in the legal description set forth on Schedule A
attached hereto; and

      WHEREAS,  Resolve is in the business of acquiring  rights and interests in
various  properties to facilitate the exploitation of mineral rights,  providing
value through its industry  expertise and  relationships,  and providing capital
resources in connection therewith; and

      WHEREAS,  in order to develop and commercially  exploit the rights that it
has in the  Property,  Star is in need of  capital  resources,  and the  type of
industry background,  expertise and relationships which Resolve can provide, and
Resolve  desires to provide the same to Star, and to thereby acquire an interest
in the Property,  in each case subject to and in  accordance  with the terms and
conditions contained herein; and

      WHEREAS,  in order to accomplish the respective  desires of the Parties as
expressed  above,  the  Parties  desire  to form a  joint  venture  (the  "Joint
Venture"),  in the form of a new limited  liability  company organized under the
laws of Nevada to engage in the commercial  exploitation of the Property jointly
(the  "Business"),  and  desire to enter  into this  Agreement  to set forth the
relative  rights  and  obligations  of the  Parties  with  respect to such Joint
Venture. The joint venture shall be called Star-Resolve  Detrital Wash, LLC (the
"Company").

      NOW  THEREFORE,   in  consideration   of  mutual   promises,   agreements,
representations,  warranties, covenants and provisions herein contained, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:


                                      -1-
<PAGE>

                                    ARTICLE I

                           FORMATION OF JOINT VENTURE

1.1   Formation of the Company.  Within thirty (30) days following the Effective
      Date, the Parties shall cause their  respective  counsel  jointly to form,
      through private exemption, a limited liability company organized under the
      laws of the State of Nevada (the "Company"), the purpose of which shall be
      to conduct the Business as  contemplated  herein.  The name of the Company
      shall be Star-Resolve Detrital Wash, LLC. Also within such thirty (30)-day
      period,  the Parties shall execute and deliver to each other (a) a limited
      liability   company  operating   agreement  (the  "Operating   Agreement")
      governing  the  operation  of  the  Company,  designating  Resolve  as the
      exclusive  Managing  Member of the Company and Tax Matters Member thereof,
      and setting forth the rights and  obligations  of the Parties with respect
      to  the  Company  (including,  without  limitation,  establishing  capital
      accounting  consistent  with the applicable  provisions of this Agreement,
      mutual restrictions on the transfers of such Parties' membership interests
      except  in  accordance  with the  terms  thereof,  mutual  rights of first
      refusal to purchase  the  membership  interests  of the other Party in the
      event of a  desired  sale,  and such  other  provisions  as are  usual and
      customary in such agreements); and (b) a proposed agreement (the "Services
      Agreement"),  pursuant to which certain geological  engineering and mining
      consultancy  services shall be performed on behalf of the Joint Venture on
      the Property,  by A.C.A. Howe  International  Limited,  Toronto,  Ontario,
      Canada, which the Parties hereby agree to designate as the exploration and
      development  organization  for the Company  with  respect to the  Business
      ("Howe").

1.2   Capitalization.  The Parties shall be the only members of the Company, and
      their respective  percentage of ownership interest in the Company shall be
      as follows:

      -------------------------------- -------------------------------
                   Party                    Percentage Ownership
      -------------------------------- -------------------------------
                   Star                             50%
      -------------------------------- -------------------------------
                  Resolve                           50%
      -------------------------------- -------------------------------

      The Parties shall each receive membership  interests  ("Interests") in the
      Company  equal to their  percentage  of ownership  as set forth above,  in
      consideration  for their  respective  capital  contributions  described in
      Sections 1.3 and 1.4 below. Once issued to each Party as set forth herein,
      their   outstanding   membership   interests   shall  be  validly  issued,
      fully-paid, and non-assessable.

1.3   Contribution  to Capital by Star.  Upon the  Company's  formation,  and in
      consideration for the Interests issued to Star by the Company,  Star shall
      contribute  to the Company all of its right,  title and interest in and to
      the Property,  including  without  limitation all mineral leases and other
      mineral rights,  and all contracts,  rights and privileges it may have in,
      or otherwise  pertaining to, the Property,  it being  understood  that all
      relevant  laws,  regulations  or other  obligations  of whatsoever  nature
      governing  the  Property are and will be at closing  complied  with in all
      material respects.

1.4   Contribution  to Capital by Resolve.  Within  60-90 days of the  Company's
      formation, and in consideration for the Interests issued to Resolve by the
      Company,  Resolve  shall  provide  (a) cash  proceeds in the amount of Six
      Hundred Thousand Canadian Dollars ($600,000);  (b) the benefit of its best
      efforts to  professionally  and  exclusively  manage the  Company  for the
      mutual  economic  benefit of both Parties,  including  without  limitation
      providing  the Company  with access to its  industry-related  contacts (to
      include Howe), and its expertise in the commercial exploitation of mineral
      rights.


                                      -2-
<PAGE>

                                   ARTICLE II

                            OPERATION OF THE BUSINESS

2.1   Operation of the Business.  The Company shall own, operate and exploit the
      Property, and shall otherwise conduct the Business for the benefit of, and
      to maximize the value of the Interests  owned by, each Party.  The Company
      shall retain such employees,  consultants and advisors as may be necessary
      or desirable to conduct the Business in an optimal  manner for the benefit
      of the Parties, commencing with Howe pursuant to the Services Agreement.

2.2   Management of the Business. Resolve shall be the exclusive Managing Member
      of the  Company,  and shall  conduct  the  Business in its  exclusive  and
      unfettered  discretion,  from its inception until such time as a change of
      Managing Member shall be made in accordance  with the relevant  provisions
      of the Operating  Agreement.  The Parties  hereby agree that the Operating
      shall  provide  that no Member  shall be  entitled to call for a change of
      Managing  Member   throughout  the  entire  period  that  the  Company  is
      implementing its use of proceeds of the CDN $600,000 being  contributed by
      Resolve  hereunder,  except with the prior written consent of both Parties
      (which consent may be given or withheld in such Parties' sole discretion).
      During the period of its management as set forth herein, Resolve shall use
      its best efforts to operate and manage the Business in a professional  and
      responsible  manner for the mutual benefit of both Parties.  The Operating
      Agreement  shall  detail the  complete  responsibilities  of the  Managing
      Member to the Company and to the other  members of the Company,  and shall
      permit the Managing  Member to delegate such of its management  duties and
      other  obligations  to such  professionals  as it may in good  faith  deem
      reasonably necessary or desirable to maximize the value of the Company for
      the members.  The Operating  Agreement  shall further provide that, in the
      event  Resolve  shall  ever  become  unwilling  or  unable to serve in the
      capacity of Managing Member or Tax Matters  Partner,  then it shall notify
      Star to such effect,  and thereafter  Star shall serve in such  capacities
      for and on behalf of the Company.

2.3   Rights of First Refusal; Restrictions on Sale.

      (a)   The Operating  Agreement shall contain specific  provisions granting
            to the Parties  rights of first  refusal in the event that the other
            Party  wishes to sell or  otherwise  dispose of its  interest in the
            Company it being understood that the remaining shareholder's consent
            is  required  for the sale of its shares to a third  party under the
            Operating  Agreement,  subject to the relevant  provisions  thereof.
            These  provisions  are  necessary  to protect the  interests  of the
            Parties in the  Company  and the  Property,  as well as to provide a
            mechanism  for breaking any deadlock  which may occur as a result of
            the Parties' equal ownership interests in the Company.


                                      -3-
<PAGE>

      (b)   As further consideration to Resolve for entering into this Agreement
            with Star,  Star  further  agrees  that it shall  grant to Resolve a
            right of first refusal with respect to any transaction  with a third
            party  whereby  Star agrees to (i) explore or exploit,  jointly with
            such third  party;  or (b) sell or  otherwise  dispose of, any other
            parcels owned by it and located within the Detrital Wash region. The
            specific  mechanics of this right of first refusal shall be included
            within the Operating Agreement.


                                   ARTICLE III

                                      TERM

3.1   Term.  This  Agreement  shall  commence as of the Effective Date and shall
      continue  in full force and effect  until the  earlier to occur of (a) the
      date that the formation of the Company has been  completed,  the Operating
      Agreement  and  the  Services  Agreement  have  been   fully-executed  and
      delivered, and all other obligations herein have been fully performed; and
      (b) the date that each Party agrees to  terminate  this  Agreement.  It is
      understood that the closing date hereof shall be the Effective Date.


                                   ARTICLE IV

                            CONFIDENTIAL INFORMATION

4.1   Confidentiality.   By  their  execution  of  this  Agreement,  each  Party
      acknowledges  to and  agrees  with the other that in the  exercise  of the
      several  rights  granted to it pursuant to this  Agreement  they may be or
      become familiar with or aware of certain Confidential Information (as such
      term is hereinafter  defined) disclosed by the other Party, or one or more
      of its officers, directors, employees,  shareholders,  partners, agents or
      representatives  (each of such  relationships  being defined  herein as an
      "Affiliate").  Accordingly, each such Party hereby agrees that any and all
      Confidential  Information  disclosed  or furnished to it, or to any of its
      Affiliates,  by the other Party,  or any of its  Affiliates,  is and shall
      remain   proprietary  to  the  Party   disclosing  such  information  (the
      "Disclosing  Party").  Neither the  non-Disclosing  Party,  nor any of its
      Affiliates,  shall have any rights to distribute or divulge any portion of
      such  Confidential  Information  to any third  party  without  the  prior,
      written  consent  of  the  Disclosing   Party,  or  to  use  any  of  such
      Confidential Information in any way detrimental to the rights,  privileges
      or benefits of such Disclosing  Party, or any of its Affiliates,  or which
      would otherwise in any way destroy, injure or impair any of the Disclosing
      Party's  (and/or  its  Affiliates')  rights in or in  respect  of any such
      Confidential  Information including,  without limitation,  by using any of
      such Confidential  Information to establish or assist any person or entity
      which is, or will be,  directly  or  indirectly  in  competition  with the
      Disclosing Party or the Company, or which otherwise circumvents the rights
      of the  Disclosing  Party.  For  purposes  of  this  Agreement,  the  term
      "Confidential  Information" shall mean any and all proprietary information
      belonging to the Disclosing Party, whether tangible or intangible, written
      or oral, including,  without limitation, any intellectual property rights,
      books and records,  computer software and files,  lists of (or proprietary
      information  concerning)  its  customers,  suppliers,  vendors,  financing
      sources  and other  business  relationships,  and any other item which may
      properly be  classified  as a protected  trade  secret or other  protected
      interest  under  applicable  law.  The Parties  each  expressly  agree and
      understand  that its agreement to abide by the  provisions of this Section
      5.1 constitute a material part of the consideration inducing such Party to
      enter  into this  Agreement  and to  participate  in the Joint  Venture as
      contemplated  herein,  and that any  violation  of such  provisions  could
      create  immediate and irreparable  harm to the Disclosing Party and/or the
      Company.


                                      -4-
<PAGE>

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

5.1   Representations and Warranties.  Each Party hereby represents and warrants
      to the other Party as indicated,  as of the Effective Date, the following,
      and  covenants to notify the other Party of the  occurrence of any fact or
      circumstance which makes any of these  representations false or misleading
      during the term of this Agreement:

      (a)   such Party has full power and  authority to enter into,  execute and
            perform this  Agreement,  and no consent,  approval or action of any
            other party or  governmental  agency is  required  for such Party to
            enter into, execute or perform this Agreement as contemplated;

      (b)   the  persons  signing  on  behalf of each  Party  hereto is the duly
            authorized  representative  of  such  Party,  with  full  power  and
            authority to enter into and execute this Agreement on behalf of such
            Party;

      (c)   this Agreement  constitutes  the legal and binding  agreement of the
            Parties, enforceable against each of such Parties in accordance with
            its terms; and

      (d)   such Party is not bound by or subject  to any  contract,  agreement,
            court order or judgment,  administrative  ruling, law, regulation or
            any other item which prohibits or restricts such party from entering
            into and performing  this Agreement in accordance with its terms, or
            requiring  the consent of any third party prior to the entry into or
            performance of this  Agreement in accordance  with its terms by such
            Party.

                                   ARTICLE VI

                               GENERAL PROVISIONS

6.1   Notices. All notices,  requests, demands and other communications required
      or permitted to be given hereunder shall be in writing and shall be deemed
      to have been duly given on the date of personal service or transmission by
      fax if such  transmission  is received during the normal business hours of
      the  addressee,  or on the first  business  day after  sending the same by
      overnight  courier  service or by telegram,  or on the third  business day
      after  mailing the same by first  class mail,  or on the day of receipt if
      sent by certified or registered mail, addressed as follows:


                                      -5-
<PAGE>

            If to Star:                        International Star, Inc.
                                               2266 Chestnut Bluffs
                                               Henderson, NV  89052
                                               Tel:  (702) 897-5338
                                               Fax: (702) 897-5832
                                               Attn:    Mr. Denny Cashett
                                                        President

            with a copy (which shall
            not constitute notice) to:         August Law Group, P.C.
                                               19200 Von Karman, Suite 900
                                               Irvine, CA  92612
                                               Tel: (949) 752-7772
                                               Fax: (949) 752-7776
                                               Attn:    Kenneth S. August, Esq.
                                                        President


            If to Resolve:                     Resolve Capital Corporation, Inc.
                                                  2 Lansing Square, Suite 306
                                                  Toronto, Ontario M2J 4P8
                                                  Attn: Mr. E. L. Stone
                                                        President
                                               Tel: (416)-299-3252
                                               Fax: (416)-299-3252

      or to such other  address or  addresses  as such  Parties may  indicate by
      written notice sent in accordance with this Section 6.1.

6.2   Binding  Agreement.  This Agreement shall constitute the binding agreement
      of the Parties hereto, enforceable against each of them in accordance with
      its  terms.  This  Agreement  shall  inure to the  benefit  of each of the
      Parties hereto, and their respective successors and permitted assigns.

6.3   Entire  Agreement.   This  Agreement  constitutes  the  entire  and  final
      agreement  and  understanding  between  the  Parties  with  respect to the
      subject  matter  hereof  and the  transactions  contemplated  hereby,  and
      supersedes   any  and  all  oral  or   written   agreements,   statements,
      representations,  warranties or understandings between the Parties arising
      prior to the date of this  Agreement,  all of which are merged  herein and
      superseded hereby.


                                      -6-
<PAGE>

6.4   Assignment.   This  Agreement,  nor  any  of  the  rights,  privileges  or
      obligations of the Parties hereunder, may not be assigned,  transferred or
      delegated  to any other Party  without the prior,  written  consent of the
      non-assigning Party, provided,  however, that Resolve shall be entitled to
      assign its rights and  obligations  hereunder to any third party which has
      the ability to perform all of Resolve's obligations hereunder,  and agrees
      in writing  to join in and be bound by this  Agreement  and the  Operating
      Agreement, which assignment need not be consented to by Star in advance.

6.5   Waiver. No waiver of any provision of this Agreement shall be deemed to be
      or shall  constitute  a waiver  of any  other  provision,  whether  or not
      similar,  nor shall any waiver  constitute a continuing  waiver. No waiver
      shall be  binding  unless  executed  in  writing  by the Party  making the
      waiver.

6.6   Headings.  The headings provided herein are for convenience only and shall
      have no force or effect upon the  construction  or  interpretation  of any
      provision hereof.

6.7   Counterparts;  Facsimiles.  This  Agreement 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.   Facsimiles
      containing  original  signatures  shall be deemed for all  purposes  to be
      originally-signed  copies of the  documents  which are the subject of such
      facsimiles.

6.8   Further Documents and Acts. Each Party hereto agrees to execute such other
      and further documents and to perform such other and further acts as may be
      reasonably  necessary  to carry out the purposes  and  provisions  of this
      Agreement.

6.9   Governing  Law.  This  Agreement  shall be  governed by and  construed  in
      accordance  with the internal laws of the State of Nevada,  without giving
      effect to the law of conflicts of laws applied thereby.  In the event that
      any dispute  shall occur  between the parties  arising out of or resulting
      from the construction,  interpretation, enforcement or any other aspect of
      this  Agreement,   the  parties  hereby  agree  to  accept  the  exclusive
      jurisdiction  of the Courts of the State of Nevada  sitting in and for the
      County of Clark.  In the event  either  party shall be forced to bring any
      legal  action  to  protect  or  defend  its  rights  hereunder,  then  the
      prevailing  party in such  proceeding  shall be entitled to  reimbursement
      from the  non-prevailing  party of all  fees,  costs  and  other  expenses
      (including,  without limitation, the reasonable expenses of its attorneys)
      in bringing or defending against such action.

6.10  Severable Provisions.  The provisions of this Agreement are severable, and
      if any one or more  provisions is  determined  to be illegal,  indefinite,
      invalid or otherwise  unenforceable,  in whole or in part, by any court of
      competent  jurisdiction,  then the remaining  provisions of this Agreement
      and any partially  unenforceable  provisions to the extent  enforceable in
      the pertinent  jurisdiction,  shall  continue in full force and effect and
      shall be binding and enforceable on the Parties.

6.11  Amendment and  Modification.  To the extent  permitted by applicable  law,
      this  Agreement  shall be  amended,  modified  or  supplemented  only by a
      written agreement signed by each of the Parties to this Agreement.


                                      -7-
<PAGE>

6.12  Specific Performance;  Remedies Cumulative.  The parties hereby agree with
      each other that, in the event of any breach of this Agreement by any party
      where such breach may cause  irreparable harm to any other party, or where
      monetary   damages  may  not  be  sufficient  or  may  not  be  adequately
      quantified,  then the  affected  party or  parties  shall be  entitled  to
      specific  performance,  injunctive relief or such other equitable remedies
      as  may be  available  to it,  which  remedies  shall  be  cumulative  and
      non-exclusive,  and in addition  to such other  remedies as such party may
      otherwise have at law or in equity.



      IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement as of
the date and year first above written.


INTERNATIONAL STAR, INC.                  ATTEST:



    By: /s/ Denny Cashett                       By: /s/ Dorothy Wommack McNeely
        -------------------------                   ---------------------------
        Denny Cashett                               Dorothy Wommack McNeely
        President                                   Secretary



RESOLVE CAPITAL CORPORATION, INC.         ATTEST:



    By: /s/ E.L. Stone                         By:  /s/ Keith McDowell
        -------------------------                   ---------------------------
        E. L. Stone                                 Keith McDowell
        President                                   Secretary


                                      -8-
<PAGE>

Schedule A

Detrital Wash Property (the "Property").

                                LEGAL DESCRIPTION

One Thousand,  two hundred and eighty  (1,280) acres of mining claim property in
Sections 23 and 26, Township 28N, Range 21 W located in Mohave County,  Arizona.
The Arizona  State Office  Bureau of Land  Management,  222 N.  Central  Avenue,
Phoenix, Arizona, manages the property.

Specifically, Arizona Mining Claims:

AMC 347931,  AMC 347932, AMC 347933, and AMC 347934 in Section 23, Township 28N,
Range 21 W located in Mohave  County,  Arizona and

AMC 347935,  AMC 347936, AMC 347937 and, AMC 347938 in Section 26, Township 28N,
    By: /s/ Denny Cashett

As shown in;

Example 1; Map of property
Example 2; Stamped Maintenance Fee Payment
Example 3; Quit Claim Deed