October 24, 2005

Board of Directors
CallKey Group Ltd.
Attention Niles Helmboldt
Unit 3b Isle of Man Freeport
Ballasalla
Isle of Man
IM9 2AP
British Isles

Gentlemen:

We are  pleased  to submit  this Term Sheet  with  respect  to the  transactions
described   below  whereby   CallKey  Group  Ltd.   ("CallKey")  and  Iron  Star
Development,  Inc., a US publicly traded company, together with its newly formed
acquisition  subsidiary  (collectively  "Iron Star"),  will enter into a reverse
triangular merger agreement. In connection with the merger transaction, Highgate
House Funds,  Ltd.  ("HHF") and other investors  (collectively  the "Investors")
will invest  $800,000 in CallKey.  We agree that this Term Sheet  supersedes and
replaces any and all prior oral and/or written agreements.

        Item                                 Description
--------------------------------------------------------------------------------

1. Structure.           Iron Star, a publicly  traded company listed on the NASD
                        OTC Bulletin Board, will enter into a reverse triangular
                        merger  with  CallKey  pursuant  to which Iron Star will
                        acquire  all the  outstanding  shares  of  CallKey  (the
                        "Merger")  in  exchange  for shares of Iron Star  common
                        stock ("Common Stock") with an anticipated  closing date
                        on or before  October  31,  2005 (the  "Closing  Date").
                        Following  the Closing  Date,  Iron Star will change its
                        name to such other alternate name as shall be determined
                        by CallKey.

                        As a condition to CallKey's  obligations to closing,  on
                        the date of  closing of the  Merger,  Iron Star shall be
                        (i)  fully  current  in all of its  required  regulatory
                        filings  and (ii)  shall  not have any  liabilities,  or
                        future   obligations,    contingent,    contractual   or
                        otherwise,   except  as  otherwise   disclosed   herein,
                        including  but not limited to notes payable and accounts
                        payable.  As a further  condition  to  closing,  CallKey
                        shall have satisfactorily completed its due diligence on
                        Iron Star.

                        On or prior to the  Closing  Date,  Iron Star shall have
                        executed  definitive  documents  relating to the private
                        placement  offerings  ("PPO"),  as  defined  below.  The
                        above-described   transactions   will   hereinafter   be
                        referred to as the "Transaction" or "Transactions."

<PAGE>

        Item                                 Description
--------------------------------------------------------------------------------

2. Merger               The definitive merger agreement among Iron Star, CallKey
                        and the acquisition  subsidiary (the "Merger Agreement")
                        will contain  customary  representations  and warranties
                        for a transaction of this type. In particular, Iron Star
                        will represent,  warrant and covenant to CallKey that on
                        the  date of the  Merger  Agreement  and on the  Closing
                        Date, that Iron Star (and the acquisition  subsidiary as
                        applicable):

                        (a)   is a US  corporation in good standing whose shares
                              are  presently  trading for  quotation on the NASD
                              OTC  Bulletin  Board and not subject to any notice
                              of suspension or delisting;

                        (b)   has complied with all applicable  material federal
                              and  state   securities   laws  and   regulations,
                              including  being  current in all of its  reporting
                              obligations  under  federal  securities  laws  and
                              regulations;

                        (c)   to the best of its  knowledge,  has  not,  and the
                              past   and   present   officers,   directors   and
                              affiliates of Iron Star have not, been the subject
                              of, nor does any  officer or director of Iron Star
                              have any reason to  believe  that Iron Star or any
                              of its officers,  directors or affiliates  will be
                              the subject  of, any civil or criminal  proceeding
                              or  investigation  by any federal or state  agency
                              alleging a violation of securities laws;

                        (d)   has not  been  the  subject  of any  voluntary  or
                              involuntary bankruptcy proceeding, nor has it been
                              a party to any material litigation;

                        (e)   has  not,  and  the  past  and  present  officers,
                              directors  and  affiliates  of Iron Star have not,
                              been the  subject  of,  nor does  any  officer  or
                              director  of Iron Star have any  reason to believe
                              that Iron Star or any of its  officers,  directors
                              or  affiliates  will be the subject of, any civil,
                              criminal  or   administrative   investigation   or
                              proceeding  brought by any federal or state agency
                              having regulatory authority over such entity;

                        (f)   will  discontinue  all of its business  operations
                              without  any  material  adverse  effect  upon Iron
                              Star,  and Iron Star has no material  liabilities,
                              contingent  or otherwise in any way related to any
                              such business operations;

                        (g)   does  not,   on  the   Closing   Date,   have  any
                              liabilities,  contingent or  otherwise,  including
                              but not  limited  to notes  payable  and  accounts
                              payable, except as otherwise discussed herein, and
                              is not a party to any executory agreements; and

                        (h)   is not a "blank  check  company"  as such  term is
                              defined by Rule 419 of the  Securities Act and has
                              not offered any securities pursuant to Rule 419 of
                              the Securities Act.

                        The   Merger    Agreement    will   contain    customary
                        indemnification   provisions   to  secure   breaches  of
                        representations and warranties.


                                       2
<PAGE>

        Item                                 Description
--------------------------------------------------------------------------------

3. Consideration        In  consideration  for the Merger,  the  stockholders of
                        CallKey   shall   receive  Ten  Million   Seven  Hundred
                        Seventy-Six   Thousand  Eighty  (10,776,080)  shares  of
                        Common Stock of Iron Star in exchange for all the shares
                        of common  stock of CallKey.  The shares of Common Stock
                        of Iron Star  received  by the  stockholders  of CallKey
                        shall  represent   eighty  seven  and  one-half  percent
                        (87.5%) of the shares of Common  Stock of Iron Star on a
                        fully  diluted  basis after giving  effect to the Merger
                        but not the shares of Common Stock issued in the PPO.

                        In   consideration   for  the   Merger,   the   existing
                        stockholders  of Iron Star  will  retain  Three  Hundred
                        Seven  Thousand  Eight  Hundred  Eighty-Eight  (307,888)
                        shares  of  Common  Stock of Iron  Star,  of  which  One
                        Hundred  Fifteen  Thousand  Five  Hundred  and Forty One
                        (115,541) shares of Common Stock owned by Wallace Boyack
                        will  be   returned  to  Iron   Star's   Treasury   (the
                        "Repurchase  Shares").  Iron Star will use Five  Hundred
                        Thousand  Dollars  ($500,000)  of the proceeds  from the
                        Bridge  Note  (as  defined   below),   to  purchase  the
                        Repurchase Shares.  Excluding the Repurchase Shares, the
                        existing   stockholders   of  Iron  Star   will   retain
                        approximately  one and six-tenths  percent (1.6%) of the
                        shares of Common  Stock of Iron Star on a fully  diluted
                        basis  after  giving  effect to the  Merger  but not the
                        shares of Common Stock  issued in the PPO.  Simultaneous
                        with the  Merger,  the Iron Star will issue One  Hundred
                        Thousand  (100,000)  shares of Common  Stock to HHF as a
                        structuring fee (the  "Structuring  Fee"),  representing
                        approximately  eight-tenths  of a percent  (0.8%) of the
                        shares of Common  Stock of Iron Star on a fully  diluted
                        basis  after  giving  effect to the  Merger  but not the
                        shares of Common Stock issued in the PPO.

                        In  consideration  for  service  related to the  Merger,
                        Viking  Investment Group II, Inc. will receive up to One
                        Million Two Hundred  Thirty-One  Thousand  Five  Hundred
                        Fifty-Two  (1,231,552)  shares of  Common  Stock of Iron
                        Star  representing  ten percent (10.0%) of the shares of
                        Common Stock of Iron Star on a fully diluted basis after
                        giving effect to the Merger but not the shares of Common
                        Stock issued in the PPO.

                        Subject  to the  cancellation  of the  shares  of Common
                        Stock held in escrow as provided above, the total shares
                        of Common  Stock of Iron Star  outstanding  after giving
                        effect to the Transactions on a fully diluted basis will
                        be Twelve  Million  Three  Hundred and Fifteen  Thousand
                        Five Hundred and Twenty  (12,315,520)  not including any
                        shares that are issued in connection with the financings
                        herein  involving  HHF or Cornell  Capital  Partners (as
                        defined herein).

4. Private Placement    HHF will provide a bridge financing for the gross amount
   Offerings            of Eight Hundred Thousand dollars  ($800,000) subject to
                        the terms and conditions as detailed in attached Exhibit
                        A (the  "Bridge  Note") upon the  execution of this Term
                        Sheet  and the  execution  of the  definitive  documents
                        related thereto by Iron Star and HHF. Iron Star will use
                        Five  Hundred  Thousand  dollars   ($500,000)  from  the
                        proceeds of the Bridge Note to purchase  the  Repurchase
                        Shares and the remainder will be used for the purpose of
                        covering costs related to the merger transaction and for
                        general working capital purposes.


                                       3
<PAGE>

        Item                                 Description
--------------------------------------------------------------------------------

                        Upon closing,  Cornell Capital Partners,  LP will commit
                        to an  equity  credit  line  financing  for Ten  Million
                        dollars   ($10,000,000)  known  as  a  "Stand-By  Equity
                        Distribution Agreement" and attached herein as Exhibit B
                        ("SEDA").

5. Financial            On or prior to the Closing  Date,  CallKey shall provide
   Statements           any such audited or unaudited  financial  statements  as
   of CallKey           may  be  required  under   applicable  U.S.   Securities
                        Exchange Commission ("SEC") regulations for inclusion of
                        such statements in Iron Star's SEC and other  regulatory
                        filings.

6. Signing Date         It is  contemplated  that the definitive  agreement (the
                        "Merger Agreement") will be signed on or before the last
                        day of the Exclusivity Period (hereinafter defined). The
                        Merger Agreement shall contain such terms and provisions
                        as shall be  mutually  agreed upon  between  CallKey and
                        Iron Star  consistent  with the  provisions in this Term
                        Sheet.

7. Board of Directors   The Board of  Directors  shall  consist of not less than
                        five members,  one of whom shall be David Rector. On the
                        Closing Date, all of the current  officers and directors
                        of Iron Star shall resign and, simultaneously therewith,
                        a  new  Board  of  Directors   and  officers   shall  be
                        appointed.

8. Restriction on       All  securities  issued  pursuant  to the Merger will be
   Sale                 "restricted"  stock  and be  subject  to all  applicable
                        resale  restrictions  specified  by  federal  and  state
                        securities  laws.  The  shares  of  Common  Stock of the
                        current  executive   shareholders  of  CallKey  will  be
                        restricted  for a period of twenty four (24) months from
                        the Closing Date.

9. Conditions to        The Merger  shall  include  certain  closing  conditions
   Closing              including  the  following:   (i)   consummation  of  all
                        required   definitive    instruments   and   agreements,
                        including,  but not  limited  to, the Merger  Agreement;
                        (ii)  obtaining all  necessary  board,  shareholder  and
                        third party  consents  and the filing of an  Information
                        Statement   with   the  SEC  in   connection   with  the
                        shareholder consents;  (iii) satisfactory  completion by
                        Iron Star and  CallKey of all  necessary  technical  and
                        legal due diligence;  and (iv) the purchase by Iron Star
                        of the Repurchase Shares.

10. Pre-Closing         Iron Star and  CallKey  shall each  cooperate  with each
    Covenants           other and use their best  efforts to  complete  and sign
                        the  Merger   Agreement  as  soon  as  possible  and  to
                        thereafter  satisfy  each of the  conditions  to closing
                        specified there under.

11. Employment          Each  of  executive   officers  of  CallKey  shall  have
    Agreements          employment  agreements mutually  satisfactory to CallKey
                        and Iron  Star,  each of which such  agreement  shall be
                        assumed by CallKey upon completion of the Merger.


                                       4
<PAGE>

        Item                                 Description
--------------------------------------------------------------------------------

12. Closing Costs:      All  fees and  expenses  relating  to the  Transactions,
                        including but not limited to legal and accounting  fees,
                        will be payable at Closing from the proceeds of the PPO,
                        except  for the  Structuring  Fee which is to be paid in
                        shares of Iron Star shares of Common Stock.  The Parties
                        understand that  Gottbetter & Partners  ("G&P") shall be
                        engaged by Iron Star to serve as its securities  counsel
                        ("G&P  Retainer")  with respect to the Merger  Agreement
                        and PPO  Transaction.  Fees and expenses of G&P incurred
                        by Iron Star will  similarly  be payable at Closing from
                        the proceeds of the PPO. The terms and conditions of the
                        G&P Retainer  will be subject to a written  agreement to
                        be acceptable to Iron Star and the CallKey.

13. Exclusivity         From and after the date of  execution of this Term Sheet
                        and  during  a  period  of  120  days   thereafter  (the
                        "Exclusivity  Period"),  CallKey  hereby  covenants  and
                        agrees  that it will not  enter  into any  agreement  or
                        consummate  any  transaction  with any third  party,  in
                        whatever form, or enter into any other  transaction that
                        would preclude the  consummation of the Merger Agreement
                        consistent  with the terms set forth in this Term Sheet.
                        During  the  Exclusivity  Period,  Iron Star will  incur
                        additional   legal  and  other  costs  and  expenses  in
                        connection  with the  negotiation of the Transaction and
                        certain due diligence activities relating thereto.

14. Governing Law       This  Agreement  shall  be  governed  and  construed  in
                        accordance  with  the  laws of the  State  of New  York,
                        without  giving  effect to  principles  of  conflicts or
                        choice of laws thereof.

                     [SIGNATURE PAGE TO IMMEDIATELY FOLLOW]


                                       5
<PAGE>

      This Term Sheet  sets forth the  principal  terms of the  Transaction  and
constitutes a binding  contract on the part of the parties hereto.  All of these
binding  obligations  of the parties  with respect to the  Transaction  shall be
further  memorialized  by the  execution and delivery of the  definitive  Merger
Agreement and the related PPO documentation.

      We  look  forward  to  working  with  you  to  complete  the   Transaction
successfully  and  expeditiously.  If the  foregoing  correctly  sets forth your
understanding,  please evidence your agreement to this Term Sheet by executing a
copy of this Term Sheet in the space set forth below.

AGREED TO AND ACCEPTED:

This 24th day of October, 2005.

CALLKEY GROUP LTD.


By: /s/ Niles Helmboldt
    ------------------------------------
    Name:  Niles Helmboldt
    Title: Chief Financial Officer


IRON STAR


By: /s/ Wallace Boyack
    ------------------------------------
    Name:  Wallace Boyack
    Title: President


HIGHGATE HOUSE FUNDS, LTD., with regard to Exhibit A and Exhibit B only


By: /s/ Adam Gottbetter
    ------------------------------------
    Name:  Adam Gottbetter
    Title: Portfolio Manager


WALLACE BOYACK, with regard to Section 3, Paragraph 2 only


By: /s/ Wallace Boyack
    ------------------------------------
    Name: Wallace Boyack


                                       6