NON-NEGOTIABLE DEMAND PROMISSORY NOTE
                      -------------------------------------



CDN$10,000.00                                                   July 21, 2003

FOR VALUE RECEIVED, the undersigned, STELLAR RESOURCES LTD, a Nevada corporation
("Maker"),  hereby  promises  to pay to LUIGI  RISPOLI  (referred  to  herein as
"Payee"),  the principal amount of Ten Thousand Dollars ($10,000.00),  in lawful
money of the Canada, together with interest (calculated on the basis of a 365 or
366-day year, as appropriate),  on the unpaid principal  balance from day-to-day
remaining,  computed from the date of this  Promissory Note until that principal
amount is paid completely,  at the rate per annum which shall from day-to-day be
equal to the variable rate of interest per annum established on the date of this
Promissory  Note by Bank of Canada as its prime rate per annum less two  percent
(2%).

This Promissory Note has been executed and delivered and is subject to the terms
and  conditions  of  this  Promissory  Note.  Capitalized  terms  used  in  this
Promissory Note without definition shall have the respective  meanings set forth
herein.

                                   ARTICLE I.
                                   ----------
                                    PAYMENTS
                                    --------

     1.1  Principal  and  Interest.  The  principal  amount  evidenced  by  this
     ------------------------------
Promissory  Note and all interest  accrued thereon shall be due and payable upon
demand.

     1.2  Manner of  Payment.  Payment  of the  indebtedness  evidenced  by this
     ------------------------
Promissory Note shall be paid by certified cheque, bank draft or money order, as
Payee  shall  designate  to Maker in  writing.  If payment  of the  indebtedness
evidenced by this  Promissory Note is due on a day, which is not a Business Day,
such  payment  shall  be due on the  next  succeeding  Business  Day,  and  such
extension  of time shall be taken  into  account  in  calculating  the amount of
interest payable pursuant to this Promissory Note.  "Business Day" means any day
other than a Saturday, Sunday or legal holiday in the State of Nevada.

     1.3  Prepayment.  Maker may,  without  premium or penalty,  at any time and
     ----------------
from  time to time,  prepay  all or any  portion  of the  outstanding  principal
balance due pursuant to this Promissory Note, provided that each such prepayment
is accompanied by accrued interest on the amount of principal prepaid calculated
to the date of such prepayment.



<PAGE>






                                   ARTICLE II.
                                   -----------
                                    DEFAULTS
                                    --------

     2.1  Events of Default.  The occurrence of any one or more of the following
     -----------------------
events with  respect to Maker shall  constitute  an event of default  ("Event of
Default"):

     (a)  In the event,  pursuant to or within the meaning of the United  States
Bankruptcy  Code or any other  federal or state law  relating to  insolvency  or
relief of debtors (a  "Bankruptcy  Law"),  Maker shall (i)  commence a voluntary
case or  proceeding;  (ii)  consent to the entry of an order for relief  against
Maker in an  involuntary  case,  (iii) consent to the  appointment of a trustee,
receiver, assignee,  liquidator or similar official; (iv) make an assignment for
the benefit of its creditors;  or (v) admit in writing Maker's  inability to pay
its debts as those debts become due.

     (b)  In the event,  a court of  competent  jurisdiction  enters an order or
decree pursuant to any Bankruptcy Law that (i) is for relief against Maker in an
involuntary  case; (ii) appoints a trustee,  receiver,  assignee,  liquidator or
similar official for Maker or substantially all of Maker's properties;  or (iii)
orders the  liquidation  of Maker,  and in each event the order or decree is not
dismissed within 120 days.

     2.2  Notice by Maker.  Maker shall notify Payee in writing  within ten (10)
     ---------------------
days  after the  occurrence  of any Event of  Default  of which  Maker  acquires
knowledge.

     2.3  Remedies.  Upon the  occurrence  of an Event of  Default  (unless  all
     --------------
Events of Default have been cured or waived by Payee), Payee may, at its option,
(i) by written  notice to Maker,  declare the entire  unpaid  principal  balance
evidenced by this Promissory Note,  together with all accrued interest  thereon,
immediately  due and  payable  regardless  of any  prior  forbearance,  and (ii)
exercise  any and all  rights  and  remedies  available  to  Payee  pursuant  to
applicable law, including,  without limitation,  the right to collect from Maker
the amount due pursuant to this Promissory  Note. Maker shall pay all reasonable
costs and expenses  incurred by or on behalf of Payee in connection with Payee's
exercise of any or all of its rights and  remedies  pursuant to this  Promissory
Note, including, without limitation, reasonable attorneys' fees.


                                  ARTICLE III.
                                  ------------
                                  MISCELLANEOUS
                                  -------------

     3.1  Severability.  If any provision in this  Promissory Note is determined
     ------------------
by a court of competent  jurisdiction to be invalid or unenforceable,  the other
provisions  of this  Promissory  Note will remain in full force and effect.  Any
provision  of  this   Promissory   Note  determined  by  a  court  of  competent
jurisdiction invalid or unenforceable only in part will remain in full force and
effect to the extent not determined to invalid or unenforceable.



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<PAGE>






     3.2  Governing  Law. This  Promissory  Note will be governed by the laws of
     --------------------
the State of Nevada, without regard to conflicts of laws principles.

     3.3  Parties in  Interest.  This  Promissory  Note shall not be assigned or
     --------------------------
transferred by Payee without the express prior written consent of Maker,  except
by Will or, in default thereof, by operation of law.

     3.4  Section  Headings,  Construction.  The  headings  of  sections in this
     --------------------------------------
Promissory  Note are  provided  for  convenience  only and will not  affect  the
construction or  interpretation  of the provisions of this Promissory  Note. All
references  to "section" or  "sections"  refer to the  corresponding  section or
sections of this Promissory Note unless otherwise  specified.  All words used in
this  Promissory  Note will be construed to be of such gender or number,  as the
circumstances require.

IN WITNESS WHEREOF,  Maker has executed and delivered this Promissory Note as of
the date first specified above.

STELLAR RESOURCES LTD.



By:  /s/ Andrew Reid
     ---------------------------

Its: President



By:  /s/ Michael Rezac
     ---------------------------

Its: Secretary




















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