**SUBSCRIPTION
        AGREEMENT**
  1. **Subscription** .
           The undersigned hereby subscribes for the number of Units and
        at the price set forth on the Subscription Agreement Signature Page (herein,
        “Signature Page”), of *International
        Star Inc.* ,
        a
        Nevada corporation, par value $0.001 per share. Each unit ( **at
        $0.015** )
        consisting of one share of Common Stock. The undersigned agrees to tender
        payment as set forth on the signature page.
 
 2. **Representations,
        Warranties, and Acknowledgments by the Undersigned.** The
        undersigned represents, warrants, and acknowledges to the Company as
        follows:
 
 ( *a* )
        All
        Company information is filed on form 10KSB and 10QSB, and that, the undersigned
        has relied on that information.
 
 ( *b* )
        The
        undersigned is purchasing Shares in the Company without being furnished any
        offering literature or prospectus.
 
 ( *c* )
        The
        Shares have not been registered under the Securities Act of 1933, as amended
        (the "Act"), in reliance upon the exemption from registration contained in
        Section 4.2 of the Act and Regulation D promulgated there under and, therefore,
        neither can be resold unless they are registered under the Act or unless
        an
        exemption from registration is available.  The Shares have not been
        registered or qualified under the securities laws of any state and the
        undersigned has no right to require any such registration or qualification.
 
 ( *d* )
        The
        undersigned is acquiring the Shares for long-term investment and not with
        a view
        toward resale, fractionalization, division, or distribution thereof;
 
 ( *e* )
        The
        undersigned realizes that the Units should not be purchased unless the
        undersigned has liquid assets sufficient to assure that such purchase will
        cause
        no undue financial difficulties and the undersigned can otherwise provide
        for
        current needs and possible personal contingencies;
 
 ( *f* )
        The
        undersigned understands that his ability to transfer Shares and Warrants
        will be
        restricted, that transfers may not be made unless the transfer is not in
        violation of the Securities Act of 1933, as amended, and applicable state
        securities laws (including investment suitability standards), that the Company
        will consent to a transfer only if, among other things, the transferee meets
        and
        represents that he meets the financial suitability standards required of
        an
        initial subscriber.
 
 ( *g* )
        The
        undersigned understands that the books and records of the Company will for
        good
        cause shown be available, upon reasonable notice, for inspection during normal
        business hours at the Company's place of business.
 
 ( *h* )
        All
        information the undersigned has heretofore furnished to the Company or that
        is
        set forth herein with respect to himself, his financial position and his
        business and investment experience is correct and complete as of the date
        hereof, and if there should be any material change in such information prior
        to
        the closing of the sale of the Units ("closing"), the undersigned will
        immediately furnish the revised or corrected information to the Company.
 
 ( *i* )
        No
        person other that the undersigned will have a direct or indirect interest
        in the
        Units subscribed for hereby.
 
 ( *j* )
        The
        undersigned has evaluated the risks of investing in the Company and has
        substantial experience in making investment decisions of this type or is
        relying
        on his professional advisors or purchaser representatives(s), if applicable,
        in
        making this investment decision.
  1
  ( *k* )
        The
        undersigned understands the fundamental aspects of and risks involved in
        an
        investment in the Company, including (1) the nature of the investment, (2)
        the
        financial hazards involved, including the risk of losing the entire investment,
        (3) the lack of liquidity and the restrictions on transferability of the
        Shares,
        and (4) the business of the Company.
 
 ( *l* )
        The
        address set forth on the Signature Page is the undersigned’s true and correct
        residence address, and the undersigned has no present intention of becoming
        a
        resident on any other state or jurisdiction.
 
 3. **Accredited
        Investor.** The
        undersigned represents that he/she   ( **X** )
        is
    ( **** )
        is not
  an accredited investor by complying with at least one of the below
        provisions (check all applicable provisions below):
 
 (
 )
        I have a net worth either individually or jointly with my spouse in excess
        of
        $1,000,000.
 
 (
 )
        My income has exceeded $200,000 per year for the last two years and I anticipate
        the same level of income for the next year.
 
 (
 )
        The income of my spouse and I has exceeded $300,000 for the past two years
        and
        we anticipate the same level of income for the next year.
 
 (
 )
        The undersigned is a savings and loan association, building and loan
        association, cooperative bank, homestead association or similar institution
        supervised by state or federal authority.
 
 (
 )
        I am a Broker-Dealer registered with the Commission under the Exchange Act.
 
 ( **X** )
        The
        undersigned is a corporation, partnership or business trust with total assets
        of
        $5,000,000 not formed solely for the purchase of securities offered pursuant
        to
        Regulation D.
 
 4. **Not
        an accredited investor.** The
        undersigned acknowledges to the Company that he does not meet any of
        the provisions as stated in Section 3 above and so indicates that;
 _____(initial
        if applicable)
 
 5. **Miscellaneous**
 
 (a)
        The
        undersigned agrees to indemnify and hold harmless the Company, and each of
        the
        officers, directors and shareholders, from and against any loss, damage or
        liability due to or arising out of a breach of any of the foregoing
        representations contained herein.
 
 (b)
        If
        the undersigned is more that one person or entity, the obligations of the
        undersigned shall be joint and several; and the representation and the
        indemnification obligation herein contained shall be deemed to be made by
        and
        binding upon each such person and his heirs, executors, administrators,
        successors and assigns.
 
 (c)
        This
        subscription is not transferable or assignable by the undersigned.
 
 (d)
        This
        subscription, upon acceptance by the Company, shall be binding upon the heirs,
        executors, administrators, successors and assigns of the undersigned.
 
 (e)
        This
        Subscription Agreement shall be construed in accordance with, and governed
        by
        the laws of the State of Nevada.
  2
  *International
        Star, Inc* .
        (Issuer)
 
 **Subscription
        Agreement Signature Page**
 
 The
        undersigned hereby subscribes for the number of Units set forth below, each
        consisting of one common share (Share of *International
        Star Inc.* ,
        a
        corporation organized under the laws of the State of Nevada.    The
        Units will not be registered under the U.S. Securities Act of 1933 as amended,
        and the Shares are subject to a **12-month
        holding period** before
        they can be resold under Rule 144. The Shares will be issued in the names
        set
        forth below.
 
 1.
        Dated: **October
        30, 2006** ****
 2.
        Number
        of Units subscribed for: **18,591,682**
 3.
        Subscription Price (Number of Units x U.S. **$0.015** ):
        $ **250,000.00
        loan dated November 4, 2003, plus $28,875.25 interest accumulated and due,
        totaling $278,875.25**
 
 Original
        loan agreement marked as “Paid In Full” will be presented to International Star,
        Inc. upon receipt of stock certificate.
 
 The
        issuer is required to deliver the certificates for above Shares within 30
        days
        after signed document has been received.
  **/s/
                  Virginia K. Shehee**Authorized Signature
                of
                Subscriber
              Employer
                  ID Number
                  (EIN)
  Name
        and
        Business Address:
 (Post
        Office Box Address Not Acceptable):
 
 Kilpatrick
        Life Insurance Company
 Name
        (please print or type)
 
 1818
        Marshall Street
 Number
        and Street
 
 Shreveport                        
         LA                                     
71161
 City                                    
        State
                            
      Zip Code
  Subscription
        for **18,591,682** Shares
        of common stock accepted as of October 30, 2006.
 By:
  /s/ Denny
        Cashatt
 Denny
        Cashatt/President
 *International
        Star, Inc.*


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