Exhibit 10.2

                               Exhibit 2.4(b) (LF)

                         NON-NEGOTIABLE PROMISSORY NOTE

$2,900,000.00                              February 28, 2007

            FOR  VALUE   RECEIVED,   Sibling   Theatricals,   Inc.,  a  Delaware
corporation (a wholly owned subsidiary of Sibling  Entertainment  Group, Inc., a
New York corporation)  having an office at 511 West 25th Street,  Suite 503, New
York,  NY 10001  ("Maker"),  promises  to pay to  Lynne  Foster,  an  individual
residing at 2434 Greens Avenue,  Henderson,  NV 89014 ("Payee"), in lawful money
of the United  States of America,  the principal sum of Two Million Nine Hundred
Thousand  Dollars  ($2,900,000.00),  together  with  interest  in arrears on the
unpaid principal balance at an annual rate equal to the Prime Interest Rate plus
one percent in the manner  provided  below.  Interest shall be calculated on the
basis of a year of 365 or 366 days,  as  applicable,  and charged for the actual
number of days elapsed.

            This  Note  has  been  executed  and  delivered  pursuant  to and in
accordance with the terms and conditions of the Stock Purchase and Shareholders'
Agreement,  dated February 28, 2007, by and between Maker,  Payee,  Dick Foster,
and Dick Foster Productions, Inc. (the "Agreement"), and is subject to the terms
and  conditions of the  Agreement,  which are, by this  reference,  incorporated
herein  and made a part  hereof.  Capitalized  terms  used in this Note  without
definition shall have the respective meanings set forth in the Agreement.

1. PAYMENTS

1.1 PRINCIPAL AND INTEREST

            The principal  amount of this Note shall be due and payable in three
(3) equal annual installments as follows:

                  (i)   $600,000.00 on May 29, 2007;

                  (ii)  $1,150,000.00 on November 25, 2007; and

                  (iii) $1,150,000.00 on November 25, 2008.

            Interest  on the  unpaid  principal  balance  of this Note  shall be
calculated  annually,  and  due  and  payable  together  with  each  payment  of
principal.

1.2 MANNER OF PAYMENT

            All payments of principal and interest on this Note shall be made by
certified or bank cashier's check at 2434 Greens Avenue,  Henderson, NV 89014 or
at such other place in the United States of America as Payee shall  designate to
Maker in  writing  or by wire  transfer  of  immediately  available  funds to an
account  designated by Payee in writing at least five (5) Business Days prior to
the payment due date.  If any payment of  principal  or interest on this Note is
due on a day which is not a Business  Day, such payment shall be due on the next
succeeding  Business Day, and such extension of time shall be taken into account
in calculating  the amount of interest  payable under this Note.  "Business Day"
means any day other than a Saturday, Sunday or legal holiday in the State of New
York.

1.3 PREPAYMENT


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            Maker may, without premium or penalty,  at any time and from time to
time,  prepay all or any portion of the outstanding  principal balance due under
this Note, provided that each such prepayment is accompanied by accrued interest
on the amount of principal prepaid calculated to the date of such prepayment.

1.4 RIGHT OF SET-OFF

            Maker  shall have the right to  withhold  and  set-off  against  any
amount due hereunder the amount of any claim for  indemnification  or payment of
damages to which  Maker may be  entitled  under the  Agreement,  as  provided in
Section 10.8 thereof.

2. DEFAULTS

2.1 EVENTS OF DEFAULT

            The  occurrence  of any  one or more of the  following  events  with
respect  to Maker  shall  constitute  an event of default  hereunder  ("Event of
Default"):

            (a) If Maker shall fail to pay when due any payment of  principal or
interest  on this Note and such  failure  continues  for thirty  (30) days after
Payee notifies Maker in writing;  provided,  however, that the exercise by Maker
in good faith of its right of set-off pursuant to Section 1.4 above,  whether or
not  ultimately  determined  to be justified,  shall not  constitute an Event of
Default.

            (b) If,  pursuant  to or within the  meaning  of the  United  States
Bankruptcy  Code or any other  federal or state law  relating to  insolvency  or
relief of debtors (a  "Bankruptcy  Law"),  Maker shall (i)  commence a voluntary
case or proceeding;  (ii) consent to the entry of an order for relief against it
in an involuntary case; (iii) consent to the appointment of a trustee, receiver,
assignee,  liquidator  or  similar  official;  (iv) make an  assignment  for the
benefit of its creditors; or (v) admit in writing its inability to pay its debts
as they become due.

            (c) If a court of competent  jurisdiction  enters an order or decree
under any  Bankruptcy Law that (i) is for relief against Maker in an involuntary
case,  (ii)  appoints  a  trustee,  receiver,  assignee,  liquidator  or similar
official for Maker or substantially all of Maker's  properties,  or (iii) orders
the liquidation of Maker,  and in each case the order or decree is not dismissed
within 120 days.

2.2 NOTICE BY MAKER

            Maker  shall  notify  Payee in  writing  within  ten days  after the
occurrence of any Event of Default of which Maker acquires knowledge.

2.3 REMEDIES

            (a) Upon the occurrence of an Event of Default hereunder (unless all
Events of Default have been cured or waived by Payee), Payee may, at its option,
(i) by written notice to Maker,  declare the entire unpaid principal  balance of
this Note,  together  with all accrued  interest  thereon,  immediately  due and
payable  regardless  of any prior  forbearance,  and (ii)  exercise  any and all
rights and remedies


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available to it under applicable law, including,  without limitation,  the right
to  collect  from  Maker  all sums due  under  this  Note.  Maker  shall pay all
reasonable  costs and expenses  incurred by or on behalf of Payee in  connection
with Payee's  exercise of any or all of its rights and remedies under this Note,
including, without limitation, reasonable attorneys' fees.

            (b) Anything herein to the contrary notwithstanding,  if the Sellers
elect to exercise the Buy-back Option provided in Section 3.7(c) herein,  all of
the Maker's obligations  hereunder shall be deemed satisfied and this Promissory
Note shall be null and void.

3. MISCELLANEOUS

3.1 WAIVER

            The rights and remedies of Payee under this Note shall be cumulative
and not  alternative.  No waiver by Payee of any right or remedy under this Note
shall be effective unless in a writing signed by Payee.  Neither the failure nor
any delay in  exercising  any  right,  power or  privilege  under this Note will
operate as a waiver of such right,  power or privilege  and no single or partial
exercise of any such right,  power or privilege by Payee will preclude any other
or further  exercise of such right,  power or  privilege  or the exercise of any
other right,  power or privilege.  To the maximum extent permitted by applicable
law, (a) no claim or right of Payee  arising out of this Note can be  discharged
by Payee, in whole or in part, by a waiver or renunciation of the claim or right
unless in a writing,  signed by Payee;  (b) no waiver that may be given by Payee
will be applicable  except in the specific  instance for which it is given;  and
(c) no  notice  to or  demand  on Maker  will be  deemed  to be a waiver  of any
obligation  of Maker or of the  right of Payee to take  further  action  without
notice or demand as  provided in this Note.  Maker  hereby  waives  presentment,
demand, protest and notice of dishonor and protest.

3.2 NOTICES

            Any notice  required or  permitted  to be given  hereunder  shall be
given in accordance with Section 11.4 of the Agreement.

3.3 SEVERABILITY

            If any  provision in this Note is held invalid or  unenforceable  by
any court of  competent  jurisdiction,  the other  provisions  of this Note will
remain in full force and  effect.  Any  provision  of this Note held  invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

3.4 GOVERNING LAW

            This  Note  will be  governed  by the laws of the  State of New York
without regard to conflicts of laws principles.

3.5 PARTIES IN INTEREST

            This Note shall bind Maker and its successors and assigns. This Note
shall not be assigned or  transferred by Payee without the express prior written
consent of Maker, except by will or, in default thereof, by operation of law.


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3.6 SECTION HEADINGS, CONSTRUCTION

            The headings of Sections in this Note are  provided for  convenience
only and will not affect its construction or  interpretation.  All references to
"Section" or "Sections" refer to the  corresponding  Section or Sections of this
Note unless otherwise specified.

            All words used in this Note will be  construed  to be of such gender
or number as the circumstances require. Unless otherwise expressly provided, the
words "hereof" and "hereunder" and similar  references refer to this Note in its
entirety and not to any specific section or subsection hereof.

3.7 REVERSION OF STOCK UPON PAYMENT DEFAULT AND SHARE BUY-BACK OPTION

            (a) In the  event  that  the  Maker  shall  fail  to pay  the  first
installment  in  accordance  with Section  1.1(i) herein after a thirty (30) day
cure  period,  the  Payee  shall  have the  right to  demand  the  return of the
Purchased Shares.

            (b) In the  event  that  the  Maker  shall  fail to pay  the  second
installment  in accordance  with Section  1.1(ii) herein after a thirty (30) day
cure period,  the Maker shall be obligated to pay a penalty of $100,000 to Payee
and  shall  have  an  additional  thirty  (30)  day  period  to pay  the  second
installment.  If the second installment is not paid within such time period, the
Payee shall have the right to demand the return of the Purchased Shares.

            (c) In the  event  that  the  Maker  shall  fail  to pay  the  third
installment  in  accordance  with Section  1.1(iii)  herein,  the Payee may upon
written notice (the "Buy-Back  Notice") to the Maker, given after the expiration
of any applicable  cure period,  elect to repurchase  the Shares (pro rata),  in
full  satisfaction  of any and all obligations of the Maker to the Payee arising
hereunder,  in the Agreement or any agreement delivered pursuant hereto, for the
sum of Two  Million  ($2,000,000)  dollars.  The  closing  with  respect to such
repurchase shall occur no later than 120 days following the date of the Buy-Back
Notice.

            IN WITNESS WHEREOF, Maker has executed and delivered this Note as of
the date first stated above.

Sibling Theatricals, Inc.


By: /s/ Mitchell Maxwell
    ------------------------
Name: Mitchell Maxwell
Title: President


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