interstar_8k-ex1002.htm


     

    EXHIBIT
      10.2

     

    CORPORATE
      PROMISSORY NOTE

     

    
      	U.
              S. $500,000	
               Principal
                Amount

            


    

    


    FOR
      VALUE RECEIVED, the undersigned
      hereby jointly and severally promise to pay to the order of Kilpatrick’s
      Rose-Neath Funeral Homes, Crematorium and Cemeteries, Inc. of Shreveport,
      Louisiana, or assigns, the sum of U.S. Five Hundred Thousand Dollars & U.S.
      ($500,000) together with simple interest thereon at the rate of six per cent
      (6%) per year on the unpaid balance.  Said sum shall be paid in the
      following manner.  The Maker shall pay interest only for three (3)
      years, with the first such payment due in arrears six (6) months from the date
      hereof, and then each ninety (90) days thereafter; the principal amount of
      the
      Note is due in full, together with any accrued and unpaid interest thereon,
      three (3) years hereafter.

    


    This
      note is secured by Maker granting
      a security interest in and to certain mining claims located in Mohave County,
      Arizona, along with any future claims acquired by International Star, Inc.
      per
      the Security Agreement made and issued by Maker, of even date herewith, which
      is
      incorporated herein and made part hereof by reference.

    


    All
      payments shall be first applied to
      interest and the balance to principal.  This note may be prepaid at
      any time, in whole or in part, without penalty; all prepayments shall be applied
      in the reverse order of maturity.  This note shall, at the option of
      any holder hereof, be immediately due and payable upon ten (10) days
      notice.  This note and any payments called for hereunder, shall be
      made to Promissee at its offices in Louisiana.

    


    This
      note and the security agreement
      are made and entered into, and shall be enforceable in the State of
      Louisiana.  In the event this note shall be in default and placed with
      an attorney for collection, then the undersigned agree to pay all reasonable
      attorney fees and costs of collection.  Payments not made within ten
      (10) days of due date shall be subject to a late charge of five per cent (5%)
      of
      said payment.  All payments hereunder shall be made to such address as
      may from time to time be designated by Promissee, or any holder
      hereof.

    


    The
      undersigned and all other parties
      to this note, whether endorsers, guarantors or sureties, agree to remain fully
      bound hereunder until this note shall be fully paid; and waive demand,
      presentment and protest and all notices hereto, and further agree to remain
      bound, notwithstanding any extension, renewal, modification, waiver, or other
      indulgence by any holder or upon the discharge or release of any obligor
      hereunder or to this note, or upon the exchange, substitution, or release of
      any
      collateral granted as security for this note.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    No
      modification or indulgence by any holder hereof shall be binding unless in
      writing; and any indulgence on any one occasion shall not be an indulgence
      for
      any other or future occasion.  Any modification or change of terms,
      hereunder granted by any holder hereof, shall be valid and binding upon each
      of
      the undersigned, notwithstanding the acknowledgement of any of the undersigned,
      and each of the undersigned does hereby irrevocably grant to each of the others
      a power of attorney to enter into any such modification on their
      behalf.  The rights of any holder hereof shall be cumulative and not
      necessarily successive.  This note shall take effect as a sealed
      instrument and shall be construed, governed, and enforced in accordance with
      the
      laws of the State first appearing at the head of this note.  The
      undersigned hereby execute this note as principals and not as
      sureties.

    


    Dated
      this 3rd date
      of  December, 2007.

    


    MAKER:

    


    INTERNATIONAL
      STAR, INC.

     

     

    
      	
              By:
                /s/ Virginia K.
                Shehee                                  

              Virginia
                K. Shehee, President

            	 


    

           

     

    
      
        	
                By:
                  /s/ Jacqulyn B.
                  Wine                                   
                  

                Jacqulyn
                  B. Wine, Secretary/Treasurer

                 

                
                   

                  Witnessed
                    by: /s/ Lois D.
                    Morris