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                                                                   EXHIBIT 10.85

THE SECURITIES EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT
BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND OTHERWISE IN ACCORDANCE
WITH THIS WARRANT.


                                                                February 5, 2001
                          STAR TELECOMMUNICATIONS, INC.
                          COMMON STOCK PURCHASE WARRANT


         THIS CERTIFIES THAT, for value received, Gotel Investments Ltd. (the
"Holder"), is entitled to purchase from STAR Telecommunications, Inc., a
Delaware corporation (the "Corporation"), beginning on the date hereof and
ending on the "Termination Date" as such terms are defined below, the number
of fully paid and nonassessable shares of the Corporation's Common Stock,
$.001 par value (the "Common Stock"), set forth in Section 1 below, at a per
share exercise price equal to $0.625 (the "Warrant Price"), subject to the
terms and provisions hereof. This Warrant is issued pursuant to the terms of
that certain Purchase Agreement dated as of an even date herewith (the
"Agreement") by and between Holder and the Corporation and is subject to the
terms and conditions thereof. Capitalized terms not otherwise defined herein
shall have the meanings therefor as set forth in the Agreement.

         1.  SHARES SUBJECT TO WARRANT COMMENCEMENT DATE; TERMINATION DATE.
The number of shares of Common Stock for which this Warrant may be exercised
shall be 10,000,000 shares. This Warrant shall be exercisable in a manner
that is mutually agreed to by the parties. This Warrant shall not be
exercisable after the date that is one hundred eighty (180) days from the
date that the registration statement on Form S-1 relating to the shares of
Common Stock underlying this Warrant is first declared effective by the
Securities and Exchange Commission (the "Termination Date").

         2.  METHOD OF EXERCISE; PAYMENT. This Warrant may be exercised by the
Holder, in whole or in part, by the surrender of this Warrant, properly
endorsed, at the principal office of the Corporation, and by (a) payment to the
Corporation of the Warrant Price of the Common Stock being purchased, and (b)
delivery to the Corporation of a customary investment letter executed by the
Holder, confirming that the shares of Common Stock being purchased are being
acquired for the Holder's own account and not with a view to or for sale in
connection with any distribution of such shares, acknowledging securities law
restrictions applicable to such shares, and agreeing that certificates
evidencing such shares shall bear a legend accordingly restricting the transfer
of such shares.

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         3.   STOCK FULLY PAID; RESERVATION OF SHARES. The Corporation covenants
and agrees that all shares of Common Stock which may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance in accordance with
the terms hereof, be fully paid and nonassessable and free from all liens. The
Corporation further covenants and agrees that, at all times during the period
within which the rights represented by this Warrant may be exercised, it will
reserve for the purpose of issuance upon exercise of the purchase rights
evidenced by this Warrant, the number of shares of Common Stock as are issuable
at such time upon the exercise of the rights represented by this Warrant.

         4.  FRACTIONAL SHARES. No fractional shares of Common Stock will be
issued in connection with any exercise hereunder but in lieu of such fractional
shares, the Corporation shall make a cash payment therefor upon the basis of the
fair market value of the Common Stock, as determined by the closing price of
Common Stock on the Principal Market on the date that this Warrant is exercised.

         5.  ADJUSTMENTS FOR STOCK SPLIT, RECLASSIFICATION, EXCHANGE OR MERGER.
In the event the outstanding shares of Common Stock shall, after the date of
this Warrant, be subdivided (split), or combined (reverse split) or in the event
of any dividend or other distribution payable on the Common Stock in shares of
Common Stock, the number of shares of Common Stock issuable upon exercise of
this Warrant and this Warrant Price shall, concurrently with the effectiveness
of any such subdivision, combination, dividend or other distribution, be
proportionately adjusted. In case of a reorganization, reclassification or
exchange involving the Common Stock, or any consolidation or merger of the
Corporation with another corporation in which the Common Stock is converted into
other securities or property, then and in each such event provision shall be
made so that the Holder shall receive upon exercise hereof, in lieu of the
number of shares of Common Stock receivable thereupon, the amount of securities
or property which the Holder would have received had this Warrant been fully
exercised for Common Stock on the date of such event.

         6.  RESTRICTIONS ON TRANSFERABILITY.

             This Warrant shall not be transferrable. The Securities shall
not be transferable except upon the conditions specified in this Section. The
Holder will cause any proposed transferee of the Securities to agree to take and
hold such securities subject to the provisions and upon the conditions specified
in this Section and elsewhere in this Warrant. Each certificate representing the
Securities, and any other securities issued in respect of the Securities
(collectively, the "Restricted Securities"), shall be imprinted with
substantially the following legend, in addition to any legend required under
applicable state securities laws:

         THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
         PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD,
         TRANSFERRED, PLEDGED,


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         HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY
         APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY ARE
         SUBJECT TO CERTAIN RESTRICTIONS AND OBLIGATIONS WITH RESPECT TO PLEDGE
         OR TRANSFER AS SET FORTH IN A WARRANT WHICH MAY BE REVIEWED AT THE
         ISSUER'S PRINCIPAL PLACE OF BUSINESS.

         7.  MISCELLANEOUS.

         (a)  GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware.

         (b)  NOTICES. Unless otherwise provided, any notice required or
permitted under this Warrant shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or, if sent
by telecopier, upon confirmation report of such telecopy or upon deposit with
the United States Post Office, by registered or certified mail, or upon deposit
with an overnight air courier, in each case postage prepaid and addressed to the
party to be notified, in the case of the Corporation at its principal corporate
office, and in the case of the Holder at the most recent address furnished for
such purpose by the Holder to the Corporation.

         (c)  SEVERABILITY. If one or more provisions of this Warrant are held
to be unenforceable under applicable law, such provision shall be excluded from
this Warrant and the balance of this Warrant shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

         (d)  ENTIRE AGREEMENT. This Warrant constitutes the entire agreement
among the parties hereto pertaining to the subject matter hereof and supersedes
all prior agreements, term sheets, letters, discussions and understandings of
the parties in connection herewith.

         (e)  RIGHTS OF STOCKHOLDERS. The Holder shall not be entitled to vote
or receive dividends or be deemed the holder of Common Stock or any other
securities of the Corporation that may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the Holder, as such, any of the rights of a stockholder of the
Corporation or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value, or change of stock to no
par value, consolidation, merger, conveyance, or otherwise) or to receive notice
of meetings, or to receive dividends or subscription rights or otherwise until
this Warrant shall have been exercised as provided herein.

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         IN WITNESS WHEREOF, STAR Telecommunications, Inc. has caused this
Warrant to be executed as of the date first set forth above.


                                       STAR TELECOMMUNICATIONS, INC.




                                       By:
                                          --------------------------------------
                                          Brett S. Messing
                                          Chairman and Chief Executive Officer


ACCEPTED AND AGREED:

GOTEL INVESTMENTS LTD.


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





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