2405
                Ping Drive
                Henderson,
                  NV 89074
                (702)
                  897-5338
                Fax
                  (702) 897-5832




**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** **$0.01** )
      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.










**SUBSCRIPTION
              AGREEMENT**
            Page
                2 of
                3




( *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   (  ) 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.





(
 )
      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;


RB(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.










**SUBSCRIPTION
              AGREEMENT**
            Page 3 of
                3





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: **March
      13, 2006**


2.
      Number
      of Units subscribed for: **#9,100,000**


3.
      Subscription Price (Number of Units x U.S. **$0.01** ): **$91,000**





Tender
      payment as: Wire Transfer (instructions attached) Payable To: International
      Star, Inc. **This
      agreement will be null and void if not acted upon in seven (7) business
      days**





The
      issuer is required to deliver the certificates for above Shares within 30 days
      after payment has been received.




**/s/
                  Robert Brown**Signature of
                Subscriber
              Social
                  Security Number
                (US
                  citizens
                  only)


See pages 5 and 6


Name
      as
      it will appear on certificate (please print or type)




Robert
      Brown


Number
      and Street


(Post
      Office Box Address Not Acceptable)







City
                                  
      State/Country
                      
            Zip
      Code




Subscription
      for **#
      9,100,000** Shares
      of common stock accepted as of **March
      13, 2006**





By:




______________________________________


Denny
      Cashatt


President/CEO


*International
      Star, Inc.*


**