CONFIDENTIAL TERM SHEET

                                   BRIDGE NOTE

Issuer:                 Iron  Star Development, Inc.

Investor:               Highgate House Funds, Ltd.

Securities:             Eight Hundred Thousand ($800,000) (the "Gross Proceeds")
                        of  securities   in  the  form  of  a  promissory   note
                        convertible  (the  "Note"),  into shares of the Issuer's
                        common stock ("Common Stock").

Term:                   Eighteen   (18)   months   from  the  date  of   closing
                        ("Maturity').  Upon Maturity, the Issuer shall repay one
                        hundred  eight  percent  (108%)  of the  Gross  Proceeds
                        ("Repayment Premium")

Interest:               Ten percent (10%) per annum ("Interest").

Warrants:               Issuer shall issue to the Investor  warrants to purchase
                        shares of  Common  Stock for a period of three (3) years
                        with an exercise price equal to $.001 per share equal to
                        twenty   percent  (20%)  of  the  Gross   Proceeds  (the
                        "Warrants"). The shares underlying the Warrants shall be
                        included on the  registration  statement  to be filed by
                        the Issuer as described below.

Security:               The  Issuer  will  grant  to the  Investor  a  perfected
                        security  interest  in  the  assets  of  the  Issuer  as
                        evidenced  by a UCC-1  filing  or a  second  lien on the
                        assets where the UCC-1 is not available. The Issuer will
                        also  issue  shares  of Common  Stock  equal to five (5)
                        times  the  Gross  Proceeds  to be held in escrow in the
                        event of default ("Escrow Shares").

Closing Date:           The  closing  date will be the date on which  definitive
                        documents  are  signed by and  between  the  Issuer  and
                        Investor  ("Closing  Date").  It is  estimated  that the
                        Closing Date shall take place within a reasonable amount
                        of  time  from  the   execution   of  this  term  sheet,
                        notwithstanding   any   and  all   due   diligence   and
                        documentation issues that can arise.

Disbursement:           The Gross  Proceeds  shall be disbursed,  subject to the
                        deduction of any and all fees upon Closing.

Redemption:             The Issuer shall have the right, in its sole discretion,
                        to redeem the Note at any time prior to  Maturity,  upon
                        three (3) business  days prior  written  notice,  any or
                        all-outstanding  Note remaining in its sole  discretion.
                        The redemption  price shall be one hundred twenty (120%)
                        of the  face  amount  redeemed  plus  accrued  interest,
                        subject to the maximum amount of interest  allowed to be
                        charged by law ("Redemption Price").

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Payments:               The  Issuer  will  begin  making  monthly   payments  of
                        principal  and  Interest  one hundred  eighty (180) days
                        from  the  Closing  Date.  The  amount  of each  monthly
                        payment shall be equal to the  principal  balance of the
                        Note and the Repayment  Premium divided by the number of
                        months  remaining  to Maturity,  plus  accrued  Interest
                        (collectively "Payments").

Event of Default:       In the event the Issuer does not make timely Payments on
                        the  Note,  then  the Note  will be  deemed  in  default
                        ("Event of Default").  Upon such event, the Investor may
                        at  its  sole   option   take  the   Escrow   Shares  as
                        satisfaction of the Note,  subject to certain conversion
                        limitations.

Conversion:             The Investor  may at its sole option  convert any or all
                        of the face amount  still  outstanding  of the Note plus
                        Interest,  compounded monthly,  from the Closing Date to
                        the date of conversion ("Conversion Amount"). The number
                        of shares of Common  Stock of the Issuer to be  received
                        upon  conversion,  and delivered from the Escrow Shares,
                        will be determined by dividing the Conversion  Amount by
                        the Conversion Price, as defined below.

Conversion Price:       The Note is convertible  into Common Stock at $1.00 (the
                        "Fixed Price").  In the Event of Default,  the Investor,
                        at its  sole  option,  may  take the  Escrow  Shares  in
                        satisfaction of the Note.

Registration:           Promptly,  but no later than  forty-five  (45)  calendar
                        days from the  Closing  Date,  the  Issuer  shall file a
                        registration  statement  (on Form SB-2, or similar form)
                        with the United States Securities & Exchange  Commission
                        ("SEC")  covering the shares of Common Stock  underlying
                        the  Warrants,  the  Escrow  Shares and the shares to be
                        issued   in   accordance   with   the   Standby   Equity
                        Distribution    Agreement,   as   defined   below   (the
                        "Registration Statement"). The Issuer shall use its best
                        efforts to ensure that such  Registration  Statement  is
                        declared  effective  within  one  hundred  twenty  (120)
                        calendar  days of filing  with the SEC. In the event the
                        Registration  Statement is not declared effective within
                        one hundred twenty (120) calendar days,  then the Issuer
                        shall pay to the Investor a cash amount within three (3)
                        business  days  from the end of the  month  equal to two
                        percent  (2%)  per  month of the  outstanding  principal
                        amount of the Note as  liquidated  damages  and not as a
                        penalty.   The  Issuer   shall  keep  the   Registration
                        Statement  "Evergreen" for the life of the Note or until
                        Rule 144(k) of the  Securities  Act of 1933, as amended,
                        is available to the  Investor,  whichever is later.  The
                        Issuer shall retain,  and pay at its sole expense, a law
                        firm to file the  Registration  Statement from a list of
                        approved  law firms  provided by the  Investor.  Upon an
                        Event of Default,  the  Investor  will have the right to
                        demand  registration  of the  Common  Stock to be issued
                        upon conversion of the Note including the Escrow Shares.

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Conditions:             The  Issuer  shall  have  previously   entered  into  an
                        agreement  with  Cornell  Capital  Partners,  LP,  for a
                        $10,000,000   Standby  Equity   Distribution   Agreement
                        ("SEDA"), execute all documents thereto on or before the
                        Closing  Date and agree to a written use of proceeds for
                        the Gross Proceeds.

Share Issuance:         At all times,  the Issuer  shall keep  available  Common
                        Stock duly  authorized  for  issuance  against  the Note
                        including the Escrow Shares.  If at any time, the Issuer
                        does not have  available  an  amount of  authorized  and
                        non-issued Common Stock necessary to satisfy issuance of
                        the  Escrow  Shares,  the  Issuer  shall call and hold a
                        special   meeting   within  thirty  (30)  days  of  such
                        occurrence,  for the  sole  purpose  of  increasing  the
                        number of shares of Common Stock authorized.  Management
                        of the Issuer shall recommend to shareholders to vote in
                        favor  of   increasing   the  number  of  Common   Stock
                        authorized. Management shall also vote all of its shares
                        in  favor of  increasing  the  number  of  Common  Stock
                        authorized.

No Shorting:            Neither  the  Investor  nor its  affiliates  has an open
                        short  position in the Common  Stock of the Issuer,  and
                        the  Investor  agrees that it will not, and that it will
                        cause its  affiliates  not to, engage in any short sales
                        of, or hedging  transactions  with respect to the Common
                        Stock.

Banker's Fees:          The Investor  shall receive cash  compensation  equal to
                        ten percent  (10%) of the Gross  Proceeds of the Note to
                        be  paid  directly  from  escrow  from  Disbursement  as
                        described above for the SEDA commitment.

Legal Fee:              The  Issuer  agrees  to pay a legal  fee of  $10,000  in
                        connection with this transaction.  The Issuer shall bear
                        all of its own legal and professional fees and expenses,
                        including but not limited to those  associated  with the
                        filing of its  Registration  Statement  as  contemplated
                        herein.

Expenses:               The  Issuer  agrees  to  pay  to  a  non-refundable  due
                        diligence  fee of  $10,000  upon  execution  of the Term
                        Sheet.

Confidentiality:        The  existence  of  this  Term  Sheet  and  all  of  its
                        individual  terms and  conditions  are of a confidential
                        nature and shall not be disclosed to anyone,  except the
                        Issuer,  the Issuer's  management,  board of  directors,
                        legal  counsel  and  accounting   auditors  without  the
                        express written consent of the Investor.

If the terms and conditions contained herein in this four (4) page Term Sheet as
of the date first written above are satisfactory,  then please sign as indicated
below. We appreciate this opportunity to work with you on this investment.

<PAGE>

                                      IRON STAR DEVELOPMENT, INC.


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


                                      HIGHGATE HOUSE FUNDS, LTD.


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