<PAGE>

                                                           EXHIBIT 10.92

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY ALSO BE SUBJECT TO A PROXY IN FAVOR OF THE CHIEF EXECUTIVE
OFFICER OF STAR TELECOMMUNICATIONS, INC.


THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF FEBRUARY 7, 2001,
BETWEEN STAR TELECOMMUNICATIONS, INC. AND IDT INVESTMENTS INC. THE TERMS OF
WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL EXECUTIVE OFFICE OF STAR TELECOMMUNICATIONS, INC.



<PAGE>


No. W-1                                                              3,389,249

                                    WARRANTS

                               TO PURCHASE SHARES

                                       OF

                                  COMMON STOCK

                                       OF

                           STAR TELECOMMUNICATIONS, INC.


         This certifies that, for value received, IDT INVESTMENTS INC., a Nevada
corporation ("IDT Investments"), or its registered assigns (the "Holder"), is
the registered owner of warrants (the "Warrants") to purchase 3,389,249 Warrant
Shares (as hereinafter defined), subject to adjustment from time to time as
provided herein (such number of Warrant Shares being hereinafter referred to as
the "Warrant Share Number"), from STAR Telecommunications, Inc., a Delaware
corporation ("STAR"), at any time on or after the Date of Original Issuance (as
defined herein) and on or before the Expiration Date (as defined herein), each
Warrant representing the right of the Holder to purchase, subject to the
provisions of this Warrant, one share of Common Stock of the Company (such share
or shares for which each Warrant may be exercisable as of any time of
determination, the "Warrant Shares"), in each case at the purchase price per
share calculated as specified herein. The price to be paid for each Warrant
Share is subject to adjustment from time to time as hereinafter set forth. The
purchase price payable for each Warrant Share at any time and as adjusted from
time to time is referred to herein as the "Exercise Price."

         Section 1. CERTAIN DEFINITIONS. For purposes of this Warrant, the
following terms have the following respective meanings:

         "Average Price" means, with respect to any shares of stock or
securities, on any date of determination, the average for the ten (10)
consecutive Trading Days preceding (but excluding such date of determination) of
the reported last sale prices per share in the regular trading session on the
principal national securities exchange or inter-dealer quotation system on which
such stock or security is listed or admitted to trading, or if not listed or
admitted to trading on any national securities exchange or inter-dealer
quotation system, the average for the ten (10) consecutive Trading Days
preceding (but excluding the date of determination) of the average of the
closing bid and asked prices per share or security in the regular trading
session in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Company for that purpose,
it being understood that any determination of price per share shall exclude the
results of any late trading session or after hours trading.


                                      -2-
<PAGE>

         "Business Day" means any day, other than a Saturday, Sunday or a day on
which banking institutions in the States of California or New York are
authorized or obligated by law or executive order to close.

         "Common Stock" means the Company's common stock, $0.001 par value per
share, and any capital stock of any class of the Company thereafter authorized
that shall not be limited to a fixed sum in respect of the rights of the holders
thereof to participate in dividends or in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding up of the Company.

         "Date of Original Issuance" means the date of the Closing (as defined
in the Investment Agreement between the Company and IDT Investments, dated
February 7, 2001 (the "Investment Agreement").

         "Expiration Date" shall mean February 7, 2004; PROVIDED, however, that
if as a result of IDT Investments exercising the Warrants on February 7, 2004,
IDT Investments and any of its affiliates, on a combined basis, will own more
than 25.0% of the outstanding shares of Common Stock immediately after such
exercise, the "Expiration Date" shall be extended to the date that is 30 days
after the date upon which the Company has provided written notice to IDT
Investments specifying that the exercise of the Warrants will not cause IDT
Investments and any of its affiliates to own on a combined basis more than 25.0%
of the outstanding shares of Common Stock immediately after such exercise.

         "Fair Market Value" means, with respect to any shares of stock or other
securities, (i) if such stock or securities are listed or admitted to trading on
a national securities exchange or an inter-dealer quotation system or traded in
the over-the-counter market, the Average Price per share or security, as the
case may be, at the close of the regular trading session on the Trading Day
immediately preceding the day on which the relevant determination is to be made
and (ii) if such stock or security is not so listed, admitted or traded, the
fair market value of such stock or security as determined by an Independent
Appraiser.

         "Gotel Closing" shall have the meaning assigned in the Investment
Agreement.

         "Gotel Purchase Price" shall have the meaning assigned in the
Investment Agreement.

         "Independent Appraiser" means an appraisal firm or any other financial
expert of recognized national standing, selected by the Holder and reasonably
acceptable to the Company, that does not (or whose directors, officers,
employees, affiliates or stockholders do not) have a direct or indirect material
financial interest in the Company or the Holder, who has not within the prior
two years been, and, at the time called upon to give independent financial
advice to the Company or the Holder, is not (and none of its directors,
officers, employees, affiliates or stockholders are) a promoter, director or
officer of the Company.


                                      -3-
<PAGE>

         "Person" means any individual, firm, corporation, company, limited
liability company, association, partnership, joint venture, trust or
unincorporated organization, or a government or any agency or political
subdivision thereof.

         "Trading Day" means (i) if the relevant stock or security is listed or
admitted for trading on the New York Stock Exchange or any other national
securities exchange, a day on which such exchange is open for business; (ii) if
the relevant stock or security is quoted on the Nasdaq National Market or any
other system of automated dissemination of quotations of securities prices, a
day on which trades may be effected through such system; or (iii) if the
relevant stock or security is not listed or admitted for trading on any national
securities exchange or quoted on the Nasdaq National Market or any other system
of automated dissemination of quotation of securities prices, a day on which the
relevant stock or security is traded regular way in the over-the-counter market
and for which a closing bid and a closing asked price for such stock or security
are available.

         Section 2. WARRANT SHARES. The Warrant Shares shall be shares of Common
Stock.

         Section 3. EXERCISE PRICE.

         (1) The Exercise Price shall be $0.833, subject to adjustment from time
to time as provided for herein.

         (2) Without duplication of the provisions of Section 9, in the event
the Gotel Closing shall occur after the exercise of any of the Warrants, the
Company shall adjust the number of Warrant Shares previously delivered to IDT
Investments (the "Gotel True Up"), as follows:

         (a)      Immediately following the Gotel Closing, the Company shall
                  issue and deliver to IDT Investments a share certificate
                  representing shares of Common Stock equal to the number
                  obtained by subtracting (x) the Warrant Shares delivered to
                  IDT Investments from (y) the multiple of (i) the quotient of
                  ((1) the number of Warrant Shares delivered divided by (2) the
                  number of shares of Common Stock outstanding on the date the
                  Warrant Shares were delivered (on a fully diluted basis)), by
                  (ii) the number of shares of Common Stock outstanding
                  immediately following the Gotel Closing (on a fully diluted
                  basis).

         (b)      In the event the Gotel Purchase Price is less than the
                  Exercise Price paid by IDT Investments then (in addition to
                  any shares to be delivered pursuant to clause (a) above) the
                  Company promptly shall deliver to IDT Investments such number
                  of shares of Common Stock as is necessary to cause the average
                  price of all Warrant Shares (including any shares provided
                  pursuant to clause (a) above or this clause (b)) to be not
                  more than the Gotel Purchase Price.

         Section 4. EXERCISE OF WARRANTS. Subject to the provisions hereof, this
Warrant may be exercised, in whole or in part, at any time on or after the Date
of Original



                                      -4-
<PAGE>

Issuance and on or before the Expiration Date, by presentation and surrender
hereof to the Company at the office or agency of the Company maintained for that
purpose pursuant to Section 15 (the "Warrant Office"), with the Purchase Form
annexed hereto duly executed and accompanied by payment to the Company, for the
account of the Company, of the Exercise Price for the number of Warrant Shares
specified in such form.

         The Exercise Price shall be paid at the option of the Holder by
certified or official bank check or by wire transfer of immediately available
funds to an account designated by the Company for this purpose.

         If this certificate evidencing Warrants ("Warrant Certificate") should
be exercised in part only, the Company shall, upon surrender of this Warrant
Certificate for cancellation, execute and deliver a new Warrant Certificate
evidencing the rights of the Holder thereof in the unexercised Warrants. The
Company shall keep at the Warrant Office a register for the registration of
transfer of Warrants (the "Warrant Register").

         Upon receipt by the Company of this Warrant at the Warrant Office, in
proper form for exercise of any number of Warrants evidenced hereby, the Holder
shall be deemed to be the holder of record of the Warrant Shares issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that Warrant Certificates evidencing such Warrant Shares
shall not then be actually delivered to the Holder. The Company shall promptly
thereafter deliver to the exercising Holder duly executed certificates for the
Warrant Shares issuable, at the last address indicated for such Holder in the
Warrant Register. The Company shall pay all expenses, and any and all United
States Federal, state and local taxes and other charges that may be payable in
connection with the preparation, issue and delivery of stock certificates under
this Section 4.

         The Company covenants that all Warrant Shares issued upon exercise of
Warrants will, upon payment of the Exercise Price, be duly authorized and
validly issued, fully paid and nonassessable, free of preemptive rights and,
free from all taxes, liens, charges and security interests with respect to the
issue thereof. The Company shall list or include the shares of Common Stock, if
any, constituting Warrant Shares required to be delivered upon exercise of the
Warrants prior to such delivery on each securities exchange or in each quotation
system, if any, upon which the outstanding Common Stock is listed or quoted at
the time of such delivery.

         The Company shall, from time to time, take all action which may be
necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and securities act filings
under federal and state laws which may be or become requisite in connection with
the issuance, sale, transfer and delivery of the Warrants, the exercise of the
Warrants, and the issuance, sale, transfer and delivery of the Warrant Shares
issued upon exercise of the Warrants.

         Section 5. RESERVATION OF SHARES; PRESERVATION OF RIGHTS OF HOLDER. The
Company hereby agrees that at all times prior to the later of (i) the Expiration
Date and (ii) the date the Gotel True Up is completed, if necessary, there shall
be reserved for issuance upon



                                      -5-
<PAGE>

exercise of the Warrants, free from preemptive rights, such number of shares of
authorized but unissued shares of Common Stock, as shall be or may be required
for issuance upon exercise of the total number of Warrants then outstanding and
unexercised and the consummation of the Gotel True Up. Notwithstanding the
forgoing, IDT Investments shall have a priority over any other party or investor
of the Company, including without limitations, Gotel Investments Ltd. and any of
its affiliates, for any authorized and unissued shares required to be reserved
to enable IDT Investments to exercise the Warrants in full and for the Company
to consummate the Gotel True Up.

         Section 6. FRACTIONAL SHARES. No fractional Warrant Shares shall be
issued upon exercise of the Warrants. If more than one Warrant shall be
presented for exercise in full at the same time by the same Holder, the number
of full Warrant Shares which shall be issuable upon such exercise thereof shall
be computed on the basis of the aggregate number of Warrant Shares acquirable on
exercise of the Warrants so presented. Subject to the foregoing, if any
fractional Warrant Shares would otherwise be issuable upon exercise of any
Warrants, the Company shall calculate and pay a cash adjustment in respect of
such fraction (calculated to the nearest 1/1,000th of a share) in an amount
equal to the same fraction of the Fair Market Value of a Warrant Share on the
day of exercise.

         Section 7. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This
Warrant Certificate is assignable, without expense, at the option of the Holder
to any subsidiary of IDT Corporation, upon presentation and surrender to the
Company hereof at the Warrant Office for other Warrant Certificates evidencing
in the aggregate the same number of Warrant Shares purchasable hereunder. Upon
surrender of this Warrant Certificate to the Company at the Warrant Office with
the Assignment Form annexed hereto ("Assignment Form") duly executed, the
Company shall, without charge, execute and deliver a new Warrant Certificate or
Warrant Certificates registered in the name of the assignee named in the
Assignment Form at the address specified in the Assignment Form, and this
Warrant Certificate shall promptly be canceled. A Warrant Certificate, if
presented together with a properly executed Assignment Form, may be exercised by
an assignee for the purchase of Warrant Shares without prior delivery of a new
Warrant Certificate issued in the name of the assignee.

         This Warrant Certificate may be subdivided or combined with other
Warrant Certificates evidencing the same rights as the rights evidenced hereby,
upon presentation and surrender hereof at the Warrant Office together with a
written notice signed by the Holder hereof specifying the denominations in which
new Warrant Certificates are to be issued. Upon presentation and surrender of
any Warrant Certificate or Warrant Certificates, together with such written
notice, for subdivision or combination, the Company shall issue a new Warrant
Certificate or Warrant Certificates, in the denominations requested, evidencing
the same aggregate number of Warrants as the Warrant Certificate or Warrant
Certificates so surrendered. Such new Warrant or Certificate or Certificates
shall be registered in the name of the Holder submitting such request and
delivered to such Holder, unless such Holder shall have submitted a properly
executed Assignment Form, in which case such new Warrant Certificates as shall
have been assigned by the Holder shall be registered in the name of and
delivered to the Holder's assignee or designee. Any Warrant Certificate
surrendered for subdivision or combination shall



                                      -6-
<PAGE>

be canceled promptly upon the issuance of such new Warrant Certificate or
Certificates. The term "Warrant" as used herein includes this Warrant
Certificate and any Warrants into which this Warrant Certificate may be
subdivided, combined or exchanged. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant Certificate, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant Certificate, if mutilated, the Company will execute and deliver a
new Warrant Certificate of like tenor and date. Any such new Warrant Certificate
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant Certificate so lost,
stolen, destroyed or mutilated shall be at any time enforceable by anyone.

         Section 8. RIGHTS OF THE HOLDER. Prior to the exercise of the Warrants,
the Holder shall not be entitled to the rights of a stockholder of the Company
by reason of the Holder's ownership of the Warrants.

         Section 9. ANTIDILUTION PROVISIONS. The Exercise Price shall be subject
to adjustment from time to time as provided in this Section 9. If at any time or
from time to time, after the date hereof, the Company shall issue or sell, or
is, in accordance with clauses (1) through (5) of this Section 9, deemed to have
issued or sold, any shares ("Additional Common Shares") of its Common Stock
(including, without limitation, pursuant to the Gotel Closing), then the
Exercise Price in effect immediately prior to each such issuance shall be
reduced, concurrently with such issue or sale, to a price equal to the quotient
obtained by dividing: (A) the product of (x) such Exercise Price multiplied by
(y) the total number of shares of Common Stock outstanding immediately prior to
such issuance by (B) the total number of shares of Common Stock outstanding
(including any shares of Common Stock deemed to have been issued pursuant to
clauses (1) through (5) of this Section 9) immediately after such issuance of
the Additional Common Shares.

         No adjustment of the Exercise Price, however, shall be made in an
amount less than $0.01 per share, and any such lesser adjustment shall be
carried forward and shall be made at the time and together with the next
subsequent adjustment which together with any adjustments so carried forward
shall amount to $0.01 per share or more.

         The Warrant Shares Number shall also be subject to adjustment if at any
time or from time to time, after the date hereof, the Company shall issue or
sell Additional Common Shares. In such event, the Warrant Shares Number in
effect immediately prior to each such issuance shall be increased, concurrently
with such issue or sale, to equal the sum (rounded up to the nearest whole
number) obtained by multiplying: (A) 5% and (B) the total number of shares of
Common Stock outstanding (including any shares of Common Stock deemed to have
been issued pursuant to clauses (1) through (5) of this Section 9) immediately
after such issuance of the Additional Common Shares.

         For purposes of calculating any adjustment to the Exercise Price
pursuant to this Section 9, any shares of Common Stock issuable upon the
exercise of any Options (as defined below) or the conversion of any Convertible
Securities (as defined below) shall be deemed to be


                                      -7-
<PAGE>

outstanding, other then currently outstanding employee stock options that have
an exercise price greater than $5.00 per share of Common Stock ("Excluded Stock
Options").

         For purposes of this Section 9, but without duplication, the following
clauses (1) to (6) shall also be applicable:

         (1) ISSUANCE OF RIGHTS OR OPTIONS. In case at any time the Company
shall in any manner grant (whether directly or by assumption in a merger or
otherwise) any rights to subscribe for or to purchase, or any option or warrant
for the purchase of, Common Stock or any stock or securities convertible into or
exchangeable for Common Stock (such rights or options being herein called
"Options" and such convertible or exchangeable stock or securities being herein
called "Convertible Securities") whether or not such Options or the right to
convert or exchange any such Convertible Securities are immediately exercisable,
then the total maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon conversion or exchange of the total maximum
amount of such Convertible Securities issued upon the exercise of such Options
shall be deemed to have been issued as of the date of granting of such Options
and thereafter shall be deemed to be outstanding and the Exercise Price shall be
adjusted as provided above in this Section 9 as if such shares of Common Stock
or Convertible Securities were deemed outstanding. Except as otherwise provided
in clause (3), no adjustment of the Exercise Price shall be made upon the actual
issue of such Common Stock or of such Convertible Securities upon exercise of
such Options or upon the actual issue of such Common Stock upon conversion or
exchange of such Convertible Securities.

         (2) ISSUANCE OF CONVERTIBLE SECURITIES. In case the Company shall in
any manner issue (whether directly or by assumption in a merger or otherwise) or
sell any Convertible Securities, whether or not the rights to exchange or
convert thereunder are immediately exercisable, then the total maximum number of
shares of Common Stock issuable upon conversion or exchange of all such
Convertible Securities shall be deemed to have been issued as of the date of the
issue or sale of such Convertible Securities and thereafter shall be deemed to
be outstanding and the Exercise Price shall be adjusted as provided above in
this Section 9 as if such shares of Common Stock or Convertible Securities were
deemed outstanding, provided that (a) except as otherwise provided in clause (3)
below, no adjustment of the Exercise Price shall be made upon the actual issue
of such Common Stock upon conversion or exchange of such Convertible Securities,
and (b) if any such issue or sale of such Convertible Securities is made upon
exercise of any Option to purchase any such Convertible Securities for which
adjustments of the Exercise Price have been or are to be made pursuant to other
provisions of this Section 9, no further adjustment of the Exercise Price shall
be made by reason of such issue or sale.

         (3) CHANGE IN OPTION PRICE. If after the date hereof, the exercise
price provided for in any Excluded Stock Option is reduced at any time to
less than $5.00 per share (in each case other than under or by reason of
provisions designed to protect against dilution), whether by a decrease in
such exercise price or by increasing the number of shares of Common Stock for
which such Options may be exercised, the Exercise Price in effect at the time
of such reduction shall forthwith be readjusted to the Exercise Price which
would have been in effect at

                                      -8-
<PAGE>

such time had such Options provided for such reduced exercise price at the
Date of Original Issuance.

         (4) STOCK DIVIDENDS. In case the Company shall declare a dividend or
make any other distribution upon any stock of the Company payable in Common
Stock, Options or Convertible Securities, any Common Stock, Options or
Convertible Securities, as the case may be, issuable in payment of such dividend
or distribution shall be deemed to have been issued or sold without
consideration and the Exercise Price then in effect immediately prior to such
dividend declaration or distribution shall be reduced as if the Company had
subdivided its outstanding shares of Common Stock into a greater number of
shares as provided in clause (5) of this Section 9.

         (5) SUBDIVISION OR COMBINATION OF STOCK. In case the Company shall at
any time subdivide its outstanding shares of Common Stock into a greater number
of shares or shall declare or pay a dividend on its outstanding shares of Common
Stock payable in shares of Common Stock, as applicable, the Exercise Price in
effect immediately prior to such subdivision shall be proportionately reduced
and conversely, in case the outstanding shares of Common Stock shall be combined
into a smaller number of shares, the Exercise Price in effect immediately prior
to such combination shall be proportionately increased.

         (6) RECORD DATE. In case the Company shall take a record of the holders
of its Common Stock for the purpose of entitling them (i) to receive a dividend
or other distribution payable in Common Stock, Options or Convertible
Securities, or (ii) to subscribe for or purchase Common Stock, Options or
Convertible Securities, then such record date shall be deemed to be the date of
the issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

         Section 10. PROVISION IN CASE OF REORGANIZATION OR RECLASSIFICATION. If
any capital reorganization or reclassification of the capital stock of the
Company shall be effected in such a way (including, without limitation, by way
of consolidation or merger) that holders of Common Stock shall be entitled to
receive stock, securities, cash or assets with respect to or in exchange for
Common Stock then, as a condition of such reorganization or reclassification,
lawful and adequate provisions (in form satisfactory to the holders of at least
66 2/3% of the outstanding Warrants) shall be made whereby each Holder of a
Warrant shall thereafter have the right to receive, upon the basis and upon the
terms and conditions specified herein and in lieu of the share or shares of
Common Stock of the Company immediately theretofore purchasable upon the
exercise of such Warrant, such shares of stock, securities, cash or assets as
may be issued or payable with respect to or in exchange for the share or shares
of Common Stock immediately theretofore so purchasable under this Warrant had
such reorganization or reclassification not taken place and in any such case
appropriate provision shall be made with respect to the rights and interests of
such Holder to the end that the provisions hereof (including without limitation
provisions for adjustments of the Exercise Price) shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities,
cash or assets thereafter deliverable upon the exercise (including an immediate
adjustment, by reason of such reorganization or



                                      -9-
<PAGE>

reclassification, of the Exercise Price to the value per share of Common Stock
reflected by the terms of such reorganization or reclassification if the value
so reflected is less than the Exercise Price in effect immediately prior to such
reorganization or reclassification). In the event of a merger or consolidation
of the Company as a result of which a greater or lesser number of shares of
common stock of the surviving corporation are issuable to holders of the Common
Stock of the Company outstanding immediately prior to such merger or
consolidation, the Exercise Price in effect immediately prior to such merger or
consolidation shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Common Stock of the
Company. In the case of any merger or consolidation of the Company with or into
another Person, the Person formed by such consolidation or resulting from such
merger or consolidation, as the case may be, shall execute and deliver to the
Holder simultaneously therewith a new Warrant Certificate, satisfactory in form
and substance to the Holder, together with such other documents as the Holder
may reasonably request, entitling the Holder thereof to receive upon exercise of
the Warrants before the Expiration Date the kind and amount of shares of stock,
securities or other assets receivable upon such consolidation or merger in
accordance with the foregoing provisions, and the Company may not effect any
such merger or consolidation unless and until the foregoing has been complied
with. Such new Warrants shall have the same basic other terms and conditions as
the Warrants evidenced hereby and shall provide for adjustments which, for
events subsequent to the effective date of such written instrument, shall be as
nearly equivalent as may be practicable to the adjustments provided for in
Section 9 and this Section 10. If the Holders of the Warrants may elect the kind
or amount of shares of stock, other securities and assets receivable upon such
consolidation, merger, conveyance, sale, transfer or lease, then for the purpose
of this Section 10 the kind and amount of shares of stock and other securities
and property receivable upon any such reorganization or reclassification
(including any merger or consolidation) shall be deemed to be the election made
by the Holder, which specification shall be made by the Holder by the later of
(A) 10 Business Days after the Holder is provided with a final version of all
information required by law or regulation to be furnished to Holders of Warrants
concerning such election, or if no such information is required, 10 Business
Days after the Company notified the Holders of all material facts concerning
such election and (B) the last time at which Holders of Warrants are otherwise
permitted to make their election.

         Section 11. NO DILUTION OR IMPAIRMENT. If any event shall occur as to
which the provisions of Section 9 or 10 hereof are not strictly applicable but
the failure to make any adjustment would adversely affect the purchase rights
represented by the Warrants in a way that is contrary to the manifest and
essential intent and principles of Sections 9 and 10 hereof, then, in each such
case, the Company shall appoint an Independent Appraiser, which shall give their
opinion upon the adjustment, if any, on a basis consistent with the manifest and
essential intent and principles established in Sections 9 and 10 hereof,
necessary to preserve, without dilution, the purchase rights represented by this
Warrant Certificate. Upon receipt of such opinion, the Company will promptly
provide notice thereof accompanied by a copy thereof to the Holder and shall
make the adjustments described therein.

         Section 12. TAXES ON ISSUE OR TRANSFER OF WARRANT SHARES. The Company
shall pay any and all documentary stamp or similar issue or transfer taxes
payable in respect of the issuance of shares of Warrant Shares on the exercise
of this Warrant.


                                      -10-
<PAGE>

         Section 13. NOTICE OF ADJUSTMENT OF EXERCISE PRICE OR WARRANT SHARES
NUMBER. Within 10 Business Days following the end of each calendar quarter in
which the Exercise Price or Warrant Shares Number is adjusted as herein provided
(and at such other times as a Holder may from time to time request), the Company
shall promptly file at the Warrant Office a certificate of a firm of independent
public accountants (who may be the regular accountants employed by the Company)
setting forth the Exercise Price and Warrant Shares Number after such adjustment
and setting forth a statement of the facts requiring such adjustment and showing
in reasonable detail the manner of computing the same. Within 10 Business Days
following the end of each calendar quarter and at such other times as a Holder
may from time to time request, the Company shall give notice to the Holders, at
their respective addresses as set forth in the Warrant Register, of all such
adjustments since the prior notification to the Holders and since the date
hereof.

         Section 14. NOTICE REGARDING DIVIDENDS, SUBSCRIPTION RIGHTS,
RECLASSIFICATIONS AND DISSOLUTIONS. In case:

         (a)      the Company shall declare a dividend (or any other
                  distribution) on any shares of Common Stock; or

         (b)      the Company shall authorize the granting to the holders of its
                  shares of Common Stock or other Warrant Shares of rights,
                  options or warrants to subscribe for or purchase any shares of
                  capital stock of any class or of any other rights; or

         (c)      of any reclassification of the shares of Common Stock or other
                  Warrant Shares, or of any consolidation, merger or share
                  exchange to which the Company is a party and for which
                  approval of any stockholders of the Company is required, or of
                  the conveyance, sale, transfer or lease of all or
                  substantially all of the assets of the Company; or

         (d)      of the voluntary or involuntary dissolution, liquidation or
                  winding up of the Company; or

         (e)      the Company or any subsidiary of the Company shall commence a
                  tender offer for all or a portion of the Company's outstanding
                  shares of Common Stock or other Warrant Shares (or shall amend
                  any such tender offer);

then the Company shall provide to the Holder, and shall cause to be filed at the
Warrant Office, at least 20 days (or 10 days in any case specified in clause (a)
or (b) above) prior to the applicable record, expiration or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights, options or
warrants, or, if a record is not to be taken, the date as of which the holders
of or record shares of Common Stock or other Warrant Shares to be entitled to
such dividend, distribution, rights, options or warrants are to be determined,
(y) the date on which the right to make tenders under such tender offer expires
or (z) the date on which such reclassification, consolidation, merger,
conveyance, transfer, sale, lease, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of record shares of Common Stock


                                      -11-
<PAGE>

or other Warrant Shares shall be entitled to exchange such shares or Warrant
Shares for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, conveyance, transfer, sale, lease,
dissolution, liquidation or winding up.

         Section 15. MAINTENANCE OF OFFICE OR AGENCY; OTHER. Warrant
Certificates may be presented or surrendered for split-up, combination,
registration of transfer, or exchange and notices and demands to or upon the
Company in respect of the Warrants may be served to 223 East de La Guerra
Street, Santa Barbara, California 93101. The Company shall provide notice to the
Holder of any change in such address promptly after such change.

         The Company will cooperate with the Holder in and obtaining any
governmental and regulatory approvals or consents, and in submitting any
governmental filings (including with Board of Governors of the Federal Reserve
System under the Bank Holding Company Act of 1956, if applicable) that may be
required to permit the Holder to exercise this Warrant and acquire the Warrant
Shares.

         Section 16. NOTICES. Notices under this Warrant to the Holder shall be
provided to the address of the Holder set forth in the Warrant Register. Notices
to the Holder shall be made in writing and mailed, first-class postage prepaid,
or delivered by hand or overnight courier, at its last address as it shall
appear upon the Warrant Register.

         Section 17. SUCCESSORS. All the covenants and provisions of the
Warrants shall bind and inure to the benefit of the respective successors of the
Company and the Holder.

         Section 18. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. WITH RESPECT TO
ANY SUIT, ACTION OR PROCEEDING INITIATED BY A PARTY TO THIS WARRANT ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS WARRANT, THE PARTIES HERETO HEREBY SUBMIT
TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE
OF NEW YORK AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION THAT THEY MY NOW HAVE OR HEREAFTER OBTAIN TO THE LAYING OF VENUE IN
ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.


                                      -12-
<PAGE>

         Section 19. ENTIRE AGREEMENT. This Warrant Certificate (with the
documents referred to herein) embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof.



Dated:                               STAR TELECOMMUNICATIONS, INC.
      ---------------------


                                     By:
                                        ------------------------------
                                         Name:
                                         Title:
ATTEST:



------------------------
            Secretary



                                      -13-
<PAGE>




                                  PURCHASE FORM


         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _______ shares of Common Stock, of STAR
Telecommunications, Inc. for $____________ by certified or official bank check
or wire transfer.



                                          Signature:
                                                    ----------------------------



Dated:
       -----------------------------


INSTRUCTIONS FOR REGISTRATION OF STOCK


                      Name
                           -----------------------------------------------------
                                (please typewrite or print in block letters)


                      Address
                             ---------------------------------------------------




<PAGE>



                                 ASSIGNMENT FORM


                  FOR VALUE RECEIVED,                              hereby sells,
                                      ----------------------------
assigns and transfers unto

Name
     ---------------------------------------------------------------------------
                            (please typewrite or print in block letters)

Address
        ------------------------------------------------------------------------

the right to purchase the Warrant Shares represented by this Warrant to the
extent of shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ____________, attorney, to transfer the same
on the books of the Company with full power of substitution in the premises.




                                   Signature:
                                              -------------------------------



Dated:
      ---------------------------