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STELLAR INTERNATIONAL INC.

FORM OF PROXY 

FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2003

The undersigned shareholder of **STELLAR INTERNATIONAL INC.**(the "Corporation") hereby appoints Peter Riehl of London, Ontario, thePresident and Chief Executive Officer of the Corporation, or failing him,_____________________of Toronto, Ontario, the • of the Corporation, or insteadof either of them, ___________________, as proxy for the undersigned to attendand vote in respect of all shares registered in the name of the undersigned atthe annual and special meeting of shareholders of the Corporation to be held onApril 29, 2004 (the "Meeting"), and at any adjournment or adjournments thereof,to the same extent and with the same powers if the undersigned were personallypresent at the Meeting or such adjournment or adjournments thereof and, withoutlimiting the generality of the power hereby conferred, the nominees designatedabove are specifically directed to vote for or withhold from voting the sharesregistered in the name of the undersigned as specified below. 

> **1.****ELECTION OF            DIRECTORS:**      TO VOTE "FOR"            orTO WITHHOLD            VOTE     (or if no            specification is made, TO VOTE "FOR") in respect of the election of            directors;          **2.****APPOINTMENT            OF AUDITORS:**      TO VOTE "FOR"            orTO WITHHOLD            VOTE     (or if no            specification is made, TO VOTE "FOR") in respect of the appointment of            •, Chartered Accountants, and the authorization of the directors to            fix their remuneration; and        **3.****AMENDMENT TO            STOCK OPTION PLAN:**     TO VOTE "FOR"            orTO VOTE            "AGAINST"     (or if no            specification is made, TO VOTE "FOR") in respect of the amendment to            the Corporation's stock option plan to increase by • the number of            Common Shares set aside for issuance pursuant to the exercise of            stock options granted under the Stock Option Plan.

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**If any            amendments or variations to the matters referred to or any other****matters            identified in the notice of the Meeting are proposed at the****Meeting or            any adjournment or adjournments thereof, or if any other****matters            which are not now known to the management should properly****come before            the Meeting or any adjournment or adjournments thereof,****this proxy            confers discretionary authority on the person voting the proxy****to vote on            such amendments or variations or such other matters in****accordance            with the best judgment of such person.**          Any proxy            previously given by the undersigned in respect of the Meeting ishereby revoked.                       **THIS PROXY            IS SOLICITED BY MANAGEMENT OF THE****CORPORATION.            SHAREHOLDERS HAVE THE RIGHT TO APPOINT****A PERSON            OTHER THAN THE NOMINEES DESIGNATED ABOVE****TO REPRESENT            THEM AT THE MEETING OR ANY****ADJOURNMENT            OR ADJOURNMENTS THEREOF AND MAY****EXERCISE            SUCH RIGHT BY INSERTING THE NAME OF THEIR****NOMINEE IN            THE BLANK SPACE PROVIDED ABOVE FOR THAT****PURPOSE.**               DATED this            _____day of ___________, 2004.                        Signature of            Shareholder                       Name of            Shareholder (please print)                              **Notes:**               1.This            form of proxy must be signed by the shareholder or his attorney            authorized inwriting or, if            the shareholder is a corporation, an officer or attorney thereof            dulyauthorized.               2.Please            fill in the date on this form of proxy. If the date is not filled            in, this form ofproxy shall be            deemed to bear the date on which it is mailed.