intlstar_8k-ex1001.htm


    EXHIBIT
10.1


    INTERNATIONAL
STAR, INC.

    


    OFFICER
EMPLOYMENT AGREEMENT

    


    


    EMPLOYMENT AGREEMENT by and
between International Star, Inc. and Sterling M. Redfern.

    


    For good
considerations, International Star, Inc. shall employ and Sterling M. Redfern
agrees to be employed on the following terms:

    


    
      	
               
      

            	
              1.

            	
              Effective
      Date:  Employment shall commence on April 1, 2008, time
      being of the essence.

            


    

    


    
      	
               
      

            	
              2.

            	
              Duties:  Sterling
      M. Redfern agrees to perform the following
  duties:

            


    

    


    To act in
the normal capacity of President.

    


    Mr.
Redfern shall also perform such further duties as are incidental or implied from
the foregoing, consistent with his background, training and qualifications or
may be reasonably delegated as being in the best interests of International
Star, Inc.  Mr. Redfern shall expend his best efforts on behalf of
International Star, Inc. and agrees to abide by all reasonable International
Star, Inc. policies and decisions now and hereinafter existing.

    


    
      	
               
      

            	
              3.

            	
              Term:  Sterling
      M. Redfern’s employment shall continue for a period of one (1) year,
      beginning on the effective date of this
  agreement.

            


    

    


    
      	
               
      

            	
              4.

            	
              Compensation:  Sterling
      M. Redfern shall be paid the following
  compensation:

            


    

    


    
      
        	
              	
                a) 

              	
                Annual
      salary:  Forty-two Thousand and No/100 Dollars ($42,000), to be
      paid on monthly terms.

              


      

       

    

    
      	
            	
              
                b) 

              

            	
              
                Stock
      options of 5,000,000 shares at $.01 and 5,000,000 shares are $.03 based on
      the stock option plan adopted by International Star, Inc. on December 1,
      2006.

              

            


    

    


    
      	
               
      

            	
              5.

            	
              Termination:  This
      agreement may be earlier terminated
upon:

            


    

    


    
      
        	
              	
                a)

              	
                Death
      of Sterling M. Redfern or illness or incapacity that prevents Mr. Redfern
      from substantially performing the normal duties associated with his
      position.

              


      

    

     

    
      	
            	
              
                b)

              

            	
              
                Breach
      of agreement by Sterling M.
Redfern.

              

            


    

    


    
      	
               
      

            	
              6.

            	
              Renewal:  Should
      Sterling M. Redfern remain in the employ of International Star, Inc. after
      the termination of this Agreement, the terms of this Agreement shall
      remain in full force and effect except that the continued term of
      employment shall be at the will of the parties, and can be ended at any
      time, for any reason, by either
party.

            


    

    


    
      	
               
      

            	
              7.

            	
              Miscellaneous:

            


    

    


    
      	
               

            	
              a)

            	
              Sterling
      M. Redfern agrees that during the term of this agreement and for a period
      of two years hereafter, he will
not:

            


    

    


    
      	
            	
              i)

            	
              Induce
      or attempt to induce any employee to leave International Star, Inc.’s
      employ;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

    

    
      	
            	
              ii)

            	
              Interfere
      with or disrupt International Star, Inc.’s relationship with any of its
      employees;

            


    

    


    
      	
            	
              iii)

            	
              Solicit
      or employ any person employed by International Star,
  Inc..

            


    

    


    
      	
               
      

            	
              b)

            	
              This
      agreement shall not be assignable by either party, provided that upon any
      sale of this business by International Star, Inc., International Star,
      Inc. may assign this agreement to its successor or Sterling M. Redfern may
      terminate same.

            


    

    


    
      	
               
      

            	
              c)

            	
              In
      the event of any dispute under this agreement, it shall be resolved
      through binding arbitration in accordance with the laws of the state of
      Nevada.

            


    

    


    
      	
               
      

            	
              d)

            	
              This
      constitutes the entire agreement between the parties.  Any
      modification must be in writing.

            


    

    


    
      
        	
              	
                8. 

              	
                 Business
      Expenses:  All actual and reasonable business expense
      incurred by Sterling M. Redfern is fully reimbursable by the
      Company.

              


      

    

    


    


    


     

    
      
        	Dated: March 19,
      2008	 	 
	 	 	Accepted
    by:
	
                 

                /s/
      Sterling M. Redfern

              	
                 

              	
                 

                /s/
      Jacqulyn B. Wine

              
	Sterling M.
      Redfern	 	Jacqulyn B. Wine,
      Secretary


      

       

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    INTERNATIONAL
STAR, INC.

    


    AMENDMENT
TO

    


    OFFICER
EMPLOYMENT AGREEMENT

    


    This Amendment (the “Amendment”) to
the Officer Employment Agreement, dated March 19, 2008 (the “Agreement”), by and
between International Star, Inc., a Nevada corporation (the “Company”), and
Sterling M. Redfern (the “Officer”) shall be effective this 13th day of August,
2008.

    


    WHEREAS, on March 19, 2008, the
Company and the Officer entered into an Officer Employment Agreement;
and

    


    WHEREAS, the Company and the Officer
mutually agree to amend the Agreement as set forth below;

    


    NOW, THEREFORE, in consideration of
the mutual covenants and conditions set forth herein, and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree to amend the Agreement as follows:

    


    Section 4 of the Agreement is hereby
amended in its entirety as follows:

    


    
      	
               
      

            	
              4.

            	
              Compensation:  Sterling
      M. Redfern shall be paid the following
  compensation:

            


    

    


    
      
        	
              	
                a) 

              	
                Annual
      salary:  Forty-two Thousand and No/100 Dollars ($42,000), to be
      paid on monthly terms.

              


      

    

    
      
        	
              	
                b) 

              	
                Stock
      options for an aggregate of 10,000,000 shares of common stock of
      International Star, Inc., to be granted on such dates and according to
      such terms as designated by the International Star, Inc. Board of
      Directors pursuant to the International Star, Inc. 2006 Stock Option
      Plan.

              


      

    

    


    IN WITNESS WHEREOF, the parties
hereto have executed this Amendment as of the effective date described
above.

    


     

     

    
      
        
          	 	 	INTERNATIONAL STAR,
      INC.:
	
                   

                  /s/
      Sterling M. Redfern

                	
                   

                	
                   

                  /s/
      Jacqulyn B. Wine

                
	Sterling M.
      Redfern	 	Jacqulyn B. Wine,
      Secretary