ilst_8k-ex1001.htm


    Exhibit 10.1

     

     

    
      CORPORATE
LOAN AGREEMENT

      


      This Corporate Loan Agreement (“Agreement”) is made
and entered into by and between Kilpatrick’s Rose-Neath Funeral Homes,
Crematorium and Cemeteries, Inc., a Louisiana corporation (“Lender”), and
International Star, Inc., a Nevada corporation (“Borrower”).  For
the mutual covenants and promises herein, and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged as
received between the parties, the parties have agreed as follows:

      


      
        	
                1.

              	
                Lender
      hereby agrees to and does hereby lend to Borrower, and Borrower agrees to
      and does hereby borrow from Lender, a sum of up to Two Hundred Thousand
      U.S. Dollars ($200,000) principal amount (the “Total Credit
      Amount”), evidenced by a corporate promissory note, dated as of the
      date hereof (the “Note”), on the
      following terms and conditions (the “Credit”).

              


      

       

      
        	
                2.

              	
                Subject
      to the terms and conditions set forth herein, Borrower may borrow the
      funds as needed from a line of credit provided by Lender.  As
      such, Lender agrees to make loans (each a “Loan”) to
      Borrower from time to time prior to the Maturity Date (defined below) in
      such amounts as requested in writing by Borrower not to exceed in the
      aggregate the Total Credit Amount.  Borrower agrees to repay the
      aggregate amount of funds advanced pursuant to the Loans, as indicated by
      the records of Lender, together with any accrued and unpaid simple
      interest thereon payable in arrears (collectively, the “Total Principal and
      Interest”), on or before 120 days after the date hereof (the “Maturity
      Date”).  Simple interest shall accrue on each Loan
      beginning on the date of such Loan at the rate of ten percent (10%) per
      annum; provided, however, that
      such rate of interest shall increase to eighteen percent (18%) per annum,
      effective as of the Maturity Date, and such interest shall continue to
      accrue after the Maturity Date, for any principal amount not paid in full
      within five (5) days after the Maturity Date.  There is no
      penalty to Borrower if Borrower pays the Total Principal and Interest, or
      any portion thereof, prior to the Maturity
Date.

              


      

       

      
        	
                3.

              	
                Payment
      of the Total Principal and Interest shall be made by Borrower, at
      Borrower’s election, in cash or shares of common stock of Borrower (“Common Stock”)
      or any combination of cash and Common Stock.  Any shares of
      Common Stock issued to Lender in satisfaction of the Credit shall be
      issued at a conversion rate per share (the “Conversion
      Rate”) equal to the closing price per share of the Common Stock as
      listed on a nationally recognized securities trading market on the earlier
      of the date of issuance or the Maturity Date.  If Borrower’s
      Common Stock is not publicly traded at such date, the Conversion Rate
      shall be equal to the closing price per share of the Common Stock as
      listed on a nationally recognized securities trading market on the final
      day of trading of the Common Stock prior to such
  date.

              


      

       

      
        	
                4.

              	
                The
      Note is assignable in whole or in part by Lender upon reasonable written
      notice to Borrower; provided that
      the assignee meets the criteria of an “accredited investor,” as defined in
      Rule 501 of Regulation D promulgated by the Securities and Exchange
      Commission under the Securities Act of 1933, as amended (the “Act”), or
      Borrower otherwise provides written consent prior to such
      assignment.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        	
                5.

              	
                Borrower
      hereby represents and warrants to Lender that Borrower has all the
      authority necessary to enter into this Agreement, and the officer(s)
      signing this Agreement and the Note on behalf of Borrower have all of the
      necessary corporate authority to bind Borrower to the terms and conditions
      of performance recited herein.  Borrower further represents and
      warrants that any shares of Common Stock issued to Lender pursuant to this
      Agreement will be duly authorized, validly issued and non-assessable at
      the time of such issuance.

              


      

       

      
        	
                6.

              	
                Lender
      hereby represents and warrants to Borrower that Lender has all the
      authority necessary to enter into this Agreement, and the officer(s)
      signing this Agreement on behalf of Lender have all of the necessary
      corporate authority to bind Lender to the terms and conditions of
      performance recited herein.  Lender acknowledges that any shares
      of Common Stock issued to Lender pursuant to this Agreement will be issued
      by Borrower pursuant to an exemption from registration under the Act, and
      an exemption or exception from registration under the securities laws of
      the state in which the Lender then principally resides.  Lender
      further understands that such shares will be restricted and may not be
      sold by Lender without registration under the securities laws or an
      opinion of counsel satisfactory to Borrower that an exemption is
      available.

              


      

       

      
        	
                7.

              	
                Any
      notices called for herein shall be deemed delivered if deposited in the
      U.S. Mail, with first class postage prepaid and addressed as
      follows:

              


      

       

      If to Borrower:  P.O. Box
7202, Shreveport, LA  71137

      If to Lender:  P.O. Box 26,
Shreveport, LA  71161

      


      
        	
                8.

              	
                This
      Agreement shall be construed, governed, and enforced in accordance with
      the laws of the State of Louisiana.  In the event of Borrower’s
      default, Lender shall be entitled to costs of collection to enforce the
      Note, including reasonable attorneys’ fees and court
  costs.

              


      

       

      IN
WITNESS WHEREOF, the parties have executed this Agreement as of this 1st day of
December, 2008.

      


      


      
        	
                BORROWER:

              	
                LENDER:

              
	 
      	 
      
	
                INTERNATIONAL
      STAR, INC.

              	
                KILPATRICK’S
      ROSE-NEATH FUNERAL HOMES, CREMATORIUM AND CEMETERIES,
  INC.

              
	 
      	 
      
	 
      	 
      
	
                  /s/
      Sterling M. Redfern

              	
                  /s/
      Virginia K. Shehee

              
	
                Sterling
      M. Redfern, President

              	
                Virginia
      K. Shehee, President

              


      

      
 

       

       

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