THIS
      WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      ANY STATE SECURITIES LAWS.


THIS
      WARRANT MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
      AN
      EXEMPTION THERE FROM IS AVAILABLE.





**INTERNATIONAL
      STAR, INC.**


**WARRANT
      CERTIFICATE**


**WARRANT
      TO PURCHASE SHARES OF COMMON STOCK**


**THIS
      IS TO CERTIFY THAT FOR VALUE RECEIVED**








**VOID
      AFTER 5:00 P.M., PACIFIC TIME, March 13, 2007 (OR EARLIER IF CALLED BY
      COMPANY)**





This
      certifies that, for value received the registered holder hereof or assigns
      (the
“Holder”), is entitled to purchase from INTERNATIONAL STAR, INC., a Nevada
      corporation (the “Company”), at any time before the time and date first listed
      above, (unless earlier called by the Company pursuant to the terms of the
      Warrant Agreement) at the exercise price of 75% of the closing price of common
      stock on the date of exercise per share (the “Exercise Price”), the above listed
      number of the Company’s Common Stock (the “Shares”). The number of Shares
      purchasable upon exercise of the Warrant evidenced hereby and the Exercise
      Price
      per Share shall be subject to adjustment from time to time as set forth in
      the
      Warrant Agreement Referred to below.





The
      Warrant evidenced hereby may be exercised in whole or in part by presentation
      of
      this Warrant Certificate with the Subscription Form attached hereto duly
      executed guarantee and simultaneous payment of the Exercise Price (subject
      to
      adjustment) at the principal office of the Company in Henderson, Nevada. Payment
      of such price shall be made at the option of the Holder in cash or by certified
      check or bank draft, all as provided in the Warrant Agreement.





The
      Warrant evidenced hereby are part of a duly authorized issue of Unit each
      consisting of the above listed number of shares of the Company’s Common Stock
      and warrants to purchase the Shares of Common Stock at the exercise price of
      75%
      of the closing price of common stock on the date of exercise per share, subject
      to adjustment, subject to the terms and provisions contained in the Warrant
      Agreement, to all of which the Holder of this Warrant Certificate by acceptance
      hereof consents. A copy of the Warrant Agreement may be obtained for inspection
      by the Holder hereof upon written request to the Company.





Upon
      any
      partial exercise of the Warrants evidenced hereby, there shall be issued to
      the
      Holder a new Warrant certificate in respect of the Shares evidenced hereby
      which
      shall not have been exercised. This warrant certificate may be exchanged at
      the
      office of the Company by surrender of this Warrant certificate properly endorsed
      either separately or in combination with one or more other Warrants for one
      or
      more new Warrants to purchase the same aggregate number of Shares as here
      evidenced by the Warrant or Warrants exchanged. No fractional Shares will be
      issued upon the exercise of rights to purchase hereunder, but the Company shall
      pay the cash value of any fraction upon the exercise of one or more
      Warrants.





The
      Warrants evidenced hereby are not transferable.





The
      number
      of shares on Common Stock issuable upon exercise of this Warrant to acquire
      the
      Shares shall be subject to adjustment as provided in the Warrant
      Agreement.





The
      holder
      hereof may be treated by the Company and all other persons dealing with this
      Warrant Certificate as the absolute owner hereof for all purposes and as the
      person entitled to exercise the rights represented hereby, any notice to the
      contrary notwithstanding, and until such transfer is entered on such books,
      the
      Company may treat the Holder hereof as the owner for all purposes.





Dated:


Countersigned
                & Registered:
              **Stalt,
                Inc.**
              671
                Oak Grove Avenue
              Suite
                C
              Menlo
                Park, CA 94025
              650.321.7111
              
              
              
              By:
                _________________________PresidentSecretary