INTERNATIONAL SYNERGY HOLDING COMPANY, LTD.

                                WARRANT AGREEMENT

                                                          Date: August 27, 2001

To Joy W. Kimbell:

         International  Synergy Holding  Company,  Ltd.  ("Company"),  for value
received, hereby agrees to issue common stock purchase warrants entitling Joy W.
Kimbell ("Holder") and her assigns to purchase an aggregate of 100,000 shares of
the  Company's  common stock  ("Common  Stock").  Such warrant is evidenced by a
warrant  certificate in the form attached hereto as Schedule 1 (such  instrument
being  hereinafter  referred  to  as a  "Warrant,"  and  such  Warrant  and  all
instruments  hereafter  issued  in  replacement,  substitution,  combination  or
subdivision   thereof  being  hereinafter   collectively   referred  to  as  the
"Warrant").  The  Warrant  is  issued in  consideration  for  services  rendered
pursuant to a consulting  agreement dated July 27, 2001. The number of shares of
Common Stock  purchasable  upon exercise of the Warrant is subject to adjustment
as provided in Section 5 below.  The Warrant will be  exercisable by the Warrant
Holder (as  defined  below) as to all or any  lesser  number of shares of Common
Stock  covered  thereby,  at an  initial  purchase  price of $.50 per share (the
"Purchase Price"), subject to adjustment as provided in Section 5 below, for the
exercise period defined in Section 3(a) below.  The term "Warrant Holder" refers
to the person whose name appears on the signature page of this agreement and any
transferee or transferees of any of them permitted by Section 2(a) below.

1.   Representations and Warranties.

     The Company represents and warrants to you as follows:

(a)  Corporate  and  Other  Action.  The  Company  has all  requisite  power and
     authority  (corporate  and other),  and has taken all  necessary  corporate
     action, to authorize,  execute, deliver and perform this Warrant Agreement,
     to execute,  issue,  sell and deliver  the  Warrant  and a  certificate  or
     certificates  evidencing  the Warrant,  to authorize  and reserve for issue
     and, upon payment from time to time of the Purchase Price,  to issue,  sell
     and deliver,  the shares of the Common Stock  issuable upon exercise of the
     Warrant  ("Shares"),  and to  perform  all of its  obligations  under  this
     Warrant  Agreement and the Warrant.  The Shares,  when issued in accordance
     with this Warrant Agreement, will be duly authorized and validly issued and
     outstanding,  fully paid and nonassessable  and free of all liens,  claims,
     encumbrances  and  preemptive  rights.  This Warrant  Agreement  and,  when
     issued,  each  Warrant  issued  pursuant  hereto,  has been or will be duly
     executed and delivered by the Company and is or will be a legal,  valid and
     binding agreement of the Company, enforceable in accordance with its terms.
     No  authorization,  approval,  consent or other  order of any  governmental
     entity,  regulatory  authority  or other third  party is required  for such
     authorization, execution, delivery, performance, issue or sale.

(b)  No Violation.  The execution  and delivery of this Warrant  Agreement,  the
     consummation of the  transactions  herein  contemplated  and the compliance
     with the terms and provisions of this Warrant  Agreement and of the Warrant
     will not conflict  with,  or result in a breach of, or constitute a default
     or an event permitting  acceleration under, any statute, the Certificate of
     Incorporation or Bylaws of the Company or any indenture,  mortgage, deed of
     trust,  note,  bank loan,  credit  agreement,  franchise,  license,  lease,
     permit,  or  any  other  agreement,  understanding,  instrument,  judgment,
     decree,  order, statute, rule or regulation to which the Company is a party
     or by which it is bound.
<PAGE>

2.   Transfer.

(a)  Transferability of Warrant. You agree that the Warrant is being acquired as
     an  investment  and not with a view to  distribution  thereof  and that the
     Warrant may not be transferred,  sold,  assigned or hypothecated  except as
     provided  herein.  You  further  acknowledge  that the  Warrant  may not be
     transferred,   sold,   assigned  or  hypothecated   unless  pursuant  to  a
     registration  statement that has become  effective under the Securities Act
     of 1933,  as amended (the "Act"),  setting forth the terms of such offering
     and other pertinent data with respect thereto,  or unless you have provided
     the Company with an acceptable  opinion from  acceptable  counsel that such
     registration is not required.  Certificates  representing the Warrant shall
     bear an appropriate legend.  Notwithstanding the foregoing,  any request to
     transfer  the Warrant must be  accompanied  by the Form of  Assignment  and
     Transfer attached hereto as Schedule 2 executed by the Warrant Holder.

(b)  Registration of Shares. You agree not to make any sale or other disposition
     of the Shares except pursuant to a registration  statement which has become
     effective  under the Act,  setting  forth the terms of such  offering,  the
     underwriting  discount and  commissions  and any other  pertinent data with
     respect  thereto,  unless you have  provided the Company with an acceptable
     opinion of counsel  acceptable to the Company that such registration is not
     required. Certificates representing the Shares, which are not registered as
     provided in this Section 2, shall bear an appropriate legend and be subject
     to a "stop-transfer" order.

3.   Exercise of Warrant, Partial Exercise.

(a)  Exercise  Period.  This Warrant shall expire and all rights hereunder shall
     be extinguished on September 1, 2003.

(b)  Exercise in Full.  Subject to Section  3(a),  a Warrant may be exercised in
     full by the Warrant  Holder by surrender  of the Warrant,  with the Form of
     Subscription attached hereto as Schedule 3 executed by such Warrant Holder,
     to the Company c/o Vanderkam & Sanders, 440 Louisiana,  Suite 475, Houston,
     Texas, 77002 Attention: David Loev, accompanied by payment as determined by
     3(d)  below,  in the amount  obtained by  multiplying  the number of Shares
     represented  by the  respective  Warrant  by the  Purchase  Price per share
     (after giving effect to any adjustments as provided in Section 5 below).

(c)  Partial Exercise. Subject to Section 3(a), each Warrant may be exercised in
     part by the Warrant  Holder by surrender  of the Warrant,  with the Form of
     Subscription attached hereto as Schedule 3 at the end thereof duly executed
     by such Warrant Holder,  in the manner and at the place provided in Section
     3(b) above,  accompanied by payment as determined by 3(d) below,  in amount
     obtained  by  multiplying  the number of Shares  designated  by the Warrant
     Holder in the Form of  Subscription  attached  hereto as  Schedule 3 to the
     Warrant  by the  Purchase  Price  per  share  (after  giving  effect to any
     adjustments  as  provided  in  Section  5  below).  Upon any  such  partial
     exercise, the Company at its expense will forthwith issue and deliver to or
     upon the order of the Warrant  Holder a new  Warrant of like tenor,  in the
     name  of the  Warrant  Holder  subject  to  Section  2(a),  calling  in the
     aggregate  for the  purchase of the number of Shares equal to the number of
     such Shares called for on the face of the respective  Warrant (after giving
     effect to any  adjustment  herein as provided in Section 5 below) minus the
     number  of  such  Shares   designated   by  the   Warrant   Holder  in  the
     aforementioned form of subscription.

(d)  Payment of Purchase Price. Payment of the Purchase Price may be made by any
     of the following,  or a combination thereof, at the election of the Warrant
     Holder:  cash,  certified  check or  cashier's  check,  wire  transfer,  or
     surrender of the Warrant at the  principal  office of the Company  together
     with notice of  election,  in which event the Company  shall issue  Warrant
     Holder a number of Shares computed using the following formula:

          X = Y (A-B)/A

          where: X = the number of Shares to be issued to Warrant Holder.
<PAGE>


          Y = the number of Shares for which the Warrant is being exercised.

          A = the Market Price of one Share (for  purposes of this Section 2(d),
          the "Market  Price" shall be defined as the average  closing  price of
          the Common Stock (if actual sales price information on any trading day
          is not  available,  the  closing bid price shall be used) for the five
          trading  days  prior  to the Date of  Exercise  of this  Warrant  (the
          "Average Closing Bid Price"), as reported by the National  Association
          of Securities Dealers Automated Quotation System ("NASDAQ"), or if the
          Common Stock is not traded on NASDAQ, the Average Closing Bid Price in
          the over-the-counter  market;  provided,  however,  that if the Common
          Stock is listed on a stock  exchange,  the Market  Price  shall be the
          Average  Closing Bid Price on such exchange;  and,  provided  further,
          that if the Common Stock is not quoted or listed by any  organization,
          the fair  value of the Common  Stock,  as  determined  by the Board of
          Directors of the Company,  whose  determination  shall be  conclusive,
          shall be used.

          B = the Exercise Price.

4.       Delivery of Stock Certificates on Exercise.
         ------------------------------------------

         Any  exercise of the  Warrant  pursuant to Section 3 shall be deemed to
         have been  effected  immediately  prior to the close of business on the
         date on which the Warrant  together with the Form of  Subscription  and
         the payment for the aggregate  Purchase  Price shall have been received
         by the  Company.  At such time,  the person or persons in whose name or
         names any certificate or certificates  representing the Shares or Other
         Securities  (as defined  below)  shall be issuable  upon such  exercise
         shall be deemed to have  become  the holder or holders of record of the
         Shares or Other Securities so purchased.  As soon as practicable  after
         the exercise of any Warrant in full or in part, and in any event within
         10 business days thereafter,  the Company at its expense (including the
         payment by it of any applicable issue taxes) will cause to be issued in
         the  name  of,  and  delivered  to the  purchasing  Warrant  Holder,  a
         certificate or certificates  representing  the number of fully paid and
         nonassessable  shares of Common Stock or Other Securities to which such
         Warrant  Holder shall be entitled upon such  exercise,  plus in lieu of
         any fractional  share to which such Warrant  Holder would  otherwise be
         entitled,  cash in an amount  determined  pursuant to Section 6(e). The
         term "Other  Securities" refers to any stock (other than Common Stock),
         other securities or assets (including cash) of the Company or any other
         person  (corporate or otherwise)  which the Warrant  Holder at any time
         shall be entitled to receive, or shall have received, upon the exercise
         of the Warrant,  in lieu of or in addition to Common Stock, or which at
         any time shall be issuable or shall have been issued in exchange for or
         in replacement of Common Stock or Other Securities  pursuant to Section
         5 below or otherwise.

5.       Adjustment of Purchase Price and Number of Shares Purchasable.
         -------------------------------------------------------------

         The Purchase  Price and the number of Shares are subject to  adjustment
         from time to time as set forth in this Section 5.

     (a)  In case the Company  shall at any time after the date of this  Warrant
          Agreement  (i) declare a dividend on the Common Stock in shares of its
          capital stock,  (ii)  subdivide the  outstanding  Common Stock,  (iii)
          combine the  outstanding  Common Stock into a smaller number of Common
          Stock,   or  (iv)   issue  any   shares  of  its   capital   stock  by
          reclassification   of   the   Common   Stock   (including   any   such
          reclassification in connection with a consolidation or merger in which
          the  Company  is the  continuing  corporation),  then in each case the
          Purchase  Price,  and the  number and kind of Shares  receivable  upon
          exercise,  in effect at the time of the record date for such  dividend
          or  of  the  effective  date  of  such  subdivision,  combination,  or
          reclassification shall be proportionately  adjusted so that the holder
          of any Warrant  exercised after such time shall be entitled to receive
          the  aggregate  number and kind of Shares  which,  if such Warrant had
          been  exercised  immediately  prior to such record date, he would have
          owned upon such  exercise  and been  entitled  to receive by virtue of
          such dividend,  subdivision,  combination,  or reclassification.  Such
          adjustment shall be made successively  whenever any event listed above
          shall occur.
<PAGE>

     (b)  No  adjustment  in the  Purchase  Price  shall  be  required  if  such
          adjustment is less than $.05; provided,  however, that any adjustments
          which by reason of this  subsection  (b) are not  required  to be made
          shall be  carried  forward  and taken into  account in any  subsequent
          adjustment. All calculations under this Section 5 shall be made to the
          nearest cent or to the nearest  one-thousandth of a share, as the case
          may be.

     (c)  Upon  each  adjustment  of  the  Purchase  Price  as a  result  of the
          calculations  made in  subsection  (a) of this  Section 5, the Warrant
          outstanding  prior to the  making of the  adjustment  in the  Purchase
          Price shall thereafter evidence the right to purchase, at the adjusted
          Purchase  Price,  that  number of Shares  (calculated  to the  nearest
          thousandth)   obtained  by  (i)   multiplying  the  number  of  Shares
          purchasable  upon  exercise  of  the  Warrant   immediately  prior  to
          adjustment  of the  number of Shares by the  Purchase  Price in effect
          prior to  adjustment  of the  Purchase  Price  and (ii)  dividing  the
          product so obtained by the Purchase Price in effect  immediately after
          such adjustment of the Purchase Price.

6.       Further Covenants of the Company.
         --------------------------------

     (a)  Dilution or  Impairments.  The Company  will not, by  amendment of its
          certificate of incorporation or through any  reorganization,  transfer
          of  assets,  consolidation,  merger or  dissolution,  avoid or seek to
          avoid the observance or performance of any of the terms of the Warrant
          or of this  Warrant  Agreement,  but will at all  times in good  faith
          assist in the  carrying out of all such terms and in the taking of all
          such action as may be necessary or appropriate in order to protect the
          rights of the Warrant  Holder  against  dilution or other  impairment.
          Without limiting the generality of the foregoing, the Company:

          (i)  shall  at all  times  reserve  and  keep  available,  solely  for
               issuance  and  delivery  upon the  exercise of the  Warrant,  all
               shares of Common  Stock (or Other  Securities)  from time to time
               issuable  upon the  exercise  of the  Warrant  and shall take all
               necessary actions to ensure that the par value per share, if any,
               of the Common Stock (or Other  Securities)  is at all times equal
               to or less than the then effective Purchase Price per share; and

          (ii) will take all such action as may be necessary or  appropriate  in
               order that the Company  may validly and legally  issue fully paid
               and nonassessable shares of Common Stock or Other Securities upon
               the exercise of the Warrant from time to time outstanding.

     (b)  Title to Stock.  All Shares delivered upon the exercise of the Warrant
          shall be validly issued,  fully paid and  nonassessable;  each Warrant
          Holder shall, upon such delivery, receive good and marketable title to
          the Shares, free and clear of all voting and other trust arrangements,
          liens,  encumbrances,  equities and claims whatsoever; and the Company
          shall have paid all taxes, if any, in respect of the issuance thereof.

     (c)  Exchange of Warrant.  Subject to Section 2(a) hereof,  upon  surrender
          for exchange of any Warrant to the Company, the Company at its expense
          will  promptly  issue and  deliver  to or upon the order of the holder
          thereof a new Warrant or like tenor,  in the name of such holder or as
          such holder  (upon  payment by such Warrant  holder of any  applicable
          transfer taxes) may direct,  calling in the aggregate for the purchase
          of  the  number  of  Shares  called  for on the  face  of the  Warrant
          surrendered. The Warrant and all rights thereunder are transferable in
          whole or in part  upon  the  books of the  Company  by the  registered
          holder  thereof,  subject to the provisions of Section 2(a), in person
          or by duly authorized  attorney,  upon surrender of the Warrant,  duly
          endorsed, at the principal office of the Company.

     (d)  Replacement   of  Warrant.   Upon   receipt  of  evidence   reasonably
          satisfactory  to  the  Company  of the  loss,  theft,  destruction  or
          mutilation of any Warrant and, in the case of any such loss,  theft or
          destruction,  upon  delivery  of  an  indemnity  agreement  reasonably
          satisfactory  in form and amount to the Company or, in the case of any
          such mutilation,  upon surrender and cancellation of such Warrant, the
          Company,  at the  expense of the  Warrant  Holder,  will  execute  and
          deliver, in lieu thereof, a new Warrant of like tenor.
<PAGE>

     (e)  Fractional  Shares.  No  fractional  Shares are to be issued  upon the
          exercise of any Warrant, but the Company shall round any fraction of a
          share to the nearest whole Share.

7.   Other Warrant Holders: Holders of Shares.

         The Warrant is issued upon the  following  terms,  to all of which each
         Warrant  Holder by the taking  thereof  consents  and  agrees:  (a) any
         person  who  shall  become a  transferee,  within  the  limitations  on
         transfer imposed by Section 2(a) hereof, of a Warrant properly endorsed
         shall take such  Warrant  subject  to the  provisions  of Section  2(a)
         hereof  and  thereupon  shall be  authorized  to  represent  himself as
         absolute owner thereof and,  subject to the  restrictions  contained in
         this Warrant  Agreement,  shall be empowered to transfer absolute title
         by endorsement and delivery  thereof to a permitted bona fide purchaser
         for value;  (b) any person who shall become a holder or owner of Shares
         shall take such  shares  subject  to the  provisions  of  Section  2(b)
         hereof;  (c) each prior taker or owner waives and  renounces all of his
         equities or rights in such Warrant in favor of each such permitted bona
         fide  purchaser,  and each such  permitted  bona fide  purchaser  shall
         acquire absolute title thereto and to all rights presented thereby; and
         (d) until such time as the  respective  Warrant is  transferred  on the
         books of the  Company,  the  Company  may treat the  registered  holder
         thereof as the absolute owner thereof for all purposes, notwithstanding
         any notice to the contrary.

8.       Miscellaneous.

          All  notices,  certificates  and other  communications  from or at the
          request of the Company to any Warrant  Holder shall be mailed by first
          class,  registered or certified mail, postage prepaid, to such address
          as may have been  furnished  to the Company in writing by such Warrant
          Holder,  or, until an address is so  furnished,  to the address of the
          last  holder of such  Warrant who has so  furnished  an address to the
          Company,  except as otherwise provided herein.  This Warrant Agreement
          and any of the terms  hereof may be  changed,  waived,  discharged  or
          terminated  only by an  instrument  in  writing  signed  by the  party
          against  which  enforcement  of  such  change,  waiver,  discharge  or
          termination is sought.  This Warrant  Agreement shall be construed and
          enforced in  accordance  with and governed by the laws of the State of
          Nevada.  The  headings in this Warrant  Agreement  are for purposes of
          reference  only and  shall not limit or  otherwise  affect  any of the
          terms  hereof.  This  Warrant  Agreement,  together  with the forms of
          instruments  annexed  hereto  as  exhibits,  constitutes  the full and
          complete  agreement of the parties  hereto with respect to the subject
          matter hereof.

         IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be
         executed on this 27th day of August,  2001, in _______________,  by its
         proper corporate officers, thereunto duly authorized.

                           INTERNATIONAL  SYNERGY HOLDING  COMPANY,
                           LTD.



                           By /s/ Kenta Rooks
                              -----------------------------
                               KENTA ROOKS, PRESIDENT


<PAGE>

                                                                     SCHEDULE 1

                                     WARRANT

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933,
AS AMENDED,  IN  RELIANCE  UPON THE  EXEMPTIONS  FROM  REGISTRATION  PROVIDED IN
SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY
STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS  THEREUNDER.  THESE
WARRANTS MUST BE ACQUIRED FOR  INVESTMENT  ONLY FOR THE ACCOUNT OF THE INVESTOR,
AND  NEITHER  THE  WARRANTS  NOR THE  UNDERLYING  STOCK  MAY BE  TRANSFERRED  OR
EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS.


                                                     To Purchase 100,000 Shares
                                                                of Common Stock

                   INTERNATIONAL SYNERGY HOLDING COMPANY, LTD.


This certifies that, for value received, the hereafter named registered owner is
entitled,  subject  to the  terms  and  conditions  of this  Warrant,  until the
expiration date, to purchase the number of shares (the "Shares") set forth above
of the common stock ("Common Stock"), of INTERNATIONAL  SYNERGY HOLDING COMPANY,
LTD. (the  "Company") from the Company at the purchase price per share hereafter
set forth,  on delivery of this Warrant to the Company  with the  exercise  form
duly executed and payment of the purchase price (in cash or by certified or bank
cashier's  check payable to the order of the Company) for each Share  purchased.
This  Warrant is  subject  to the terms of the  Warrant  Agreement  between  the
parties  thereto  dated as of August  27,  2001,  the terms of which are  hereby
incorporated  herein.  Reference is hereby made to such Warrant  Agreement for a
further statement of the rights of the holder of this Warrant.

Registered Owner: Joy W. Kimbell                          Date: August 27, 2001

Purchase Price
  Per Share:               $.50

Expiration  Date:  Subject to Section 3(a) of the Warrant  Agreement,  5:00 p.m.
Central Standard Time.

         WITNESS the signature of the Company's authorized officer:

                                     INTERNATIONAL SYNERGY HOLDING COMPANY, LTD.



                                     By________________________________________
                                        KENTA ROOKS, PRESIDENT

<PAGE>
                                                                     SCHEDULE 2

                        FORM OF ASSIGNMENT AND TRANSFER


For value  received,  the undersigned  hereby sells,  assigns and transfers unto
__________________________________ the right represented by the enclosed Warrant
to purchase  _________________  shares of Common Stock of INTERNATIONAL  SYNERGY
HOLDING  COMPANY,  LTD. to which the  enclosed  Warrant  relates,  and  appoints
_____________________   Attorney  to  transfer   such  right  on  the  books  of
INTERNATIONAL  SYNERGY HOLDING COMPANY,  LTD. with full power of substitution in
the premises.

The  undersigned  represents  and  warrants  that the  transfer of the  enclosed
Warrant is permitted by the terms of the Warrant Agreement pursuant to which the
enclosed Warrant has been issued,  and the transferee  hereof, by his acceptance
of this Agreement, represents and warrants that he is familiar with the terms of
said Warrant Agreement and agrees to be bound by the terms thereof with the same
force and effect as if a signatory thereto.

Dated:______________


                 --------------------------------------------
                 (Signature must conform in all respects to name of holder
                  as specified on the face of  the enclosed Warrant)


                 --------------------------------------------
                 (Address)
                 Signed in the presence of:

                 ------------------------------------


<PAGE>
                                                                     SCHEDULE 3

                              FORM OF SUBSCRIPTION
                  (To be signed only upon exercise of Warrant)


To INTERNATIONAL SYNERGY HOLDING COMPANY, LTD.:

The undersigned,  the holder of the enclosed Warrant,  hereby irrevocably elects
to exercise the purchase right  represented by such Warrant for, and to purchase
thereunder,  _________* shares of Common Stock of INTERNATIONAL  SYNERGY HOLDING
COMPANY,  LTD. and herewith  makes payment of  $_______________  therefore,  and
requests that the certificate or  certificates  for such shares be issued in the
name of and delivered to the undersigned.

Dated:______________


                --------------------------------------------
                (Signature must conform in all respects to name of holder
                 as specified on the face of  the enclosed Warrant)


                --------------------------------------------
                                    (Address)



                                                     ---------------------------

(*)      Insert here the number of shares  called for on the face of the Warrant
         or, in the case of a partial exercise,  the portion thereof as to which
         the  Warrant is being  exercised,  in either  case  without  making any
         adjustment  for  additional  Common  Stock or any other  stock or other
         securities or property which,  pursuant to the adjustment provisions of
         the Warrant Agreement pursuant to which the Warrant was granted, may be
         delivered upon exercise.