NON-QUALIFIED STOCK OPTION AGREEMENT



         THIS  AGREEMENT,  made as of January 22, 2004 by and between  CERISTAR,

INC.,  a  Delaware   corporation  (the   "Company"),   and  Robert  Lester  (the

"Optionee").



                              W I T N E S S E T H:



         WHEREAS, Optionee, is an officer and director of the Company;



         WHEREAS,  the Company  desires to grant an option to purchase shares of

its common stock,  $.001 par value per share (the "Common Stock"),  to Optionee;

and



         WHEREAS,  Optionee and the Company  desire to  establish  the terms and

conditions of such options in this Agreement;



         NOW,  THEREFORE,  in  consideration  of the mutual  covenants set forth

herein, and other good and valuable  consideration,  the receipt and adequacy of

which is hereby acknowledged, the parties hereto agree as follows:



         1. Grant of Option.  Subject to and upon the terms and  conditions  set

forth in this  Agreement,  the Company hereby grants to Optionee a Non-Qualified

Stock  Option  (sometimes  hereinafter  referred to as "Option") to purchase Six

Hundred  Fifty  Thousand  (650,000)  shares  (the  "Option  Shares")  during the

specified term of this Option,  at a price equal to forty-six  cents ($0.38) per

share.



         2.  Specified  Term;  Time of  Exercise.  This Option shall vest in its

entirety and shall be exercisable subject to the provisions of Section 6 hereof.

All rights with respect to any unexercised  Option Shares shall expire, and this

option shall become null and void on January 22, 2014.



         3.  Transferability of Option. This Option shall not be transferable by

the  Optionee  other than at death of Optionee,  and this Option is  exercisable

during the  Optionee's  lifetime  only by the  Optionee.  In the event an Option

Transfer  due to death of  Optionee,  all terms  and  conditions  of the  Option

continue in force.



         4.   Adjustment   in  the   Event  of  Change  in  Capital   Structure,

Reorganization, Anti-Dilution or Accounting Changes. In the event of a change in

the corporate structure or shares of the Company, subject to any required action

by the  shareholders,  the Company shall make such  equitable  adjustments  with

respect to dilution or accretion as it may deem appropriate in the number,  kind

and in the  exercise  price of the  unexercised  Option  Shares  granted by this

Agreement.  For purposes of this section, a change in the corporate structure or





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shares of the Company shall include,  but is not limited to,  changes  resulting

from  a  recapitalization,  stock  split,  reverse  split,  or  stock  dividend,

reorganization  or  liquidation.  This Agreement shall not in any way affect the

right of the Company to make changes in its capital structure including, without

limitation,  the issuance of any  additional  shares of any class of its capital

stock,  or to  merge  or  dissolve,  liquidate  or sell  all or any  part of its

business or assets. In no event shall Optionee be entitled to any adjustments as

a result of the issuance of any additional  shares of any class of the Company's

capital stock where the Company receives consideration.

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