EX-10.2

                                    PROMISSORY NOTE

$20,000                                            DECEMBER 22, 1999

     FOR VALUE RECEIVED, WE THE UNDERSIGNED, jointly and severally
promise to pay, in lawful money of the United States of America, to
the order of TRI STAR DIVERSIFIED VENTURES, L.L.C., a Nevada Limited
Liability Company, 1601 East Flamingo Road, Suite #18, Las Vegas, NV
89119, the sum of TWENTY THOUSAND ($20,000) DOLLARS plus interest
only at a rate of (10%) as follows:

     On or before June 22, 2000.  A delinquency charge on default for
each
30 days past due in an amount equal to one and one-half (1.5%)
percent per month shall apply.  In the event of default in the
payment of said interest when due as herein provided, time being of
the essence hereof, the holder of this note may, without notice or
demand, declare the entire principal sum then unpaid immediately due
and payable. The holder of this note may, with notice to any of us,
cause additional parties to be added hereto, or revise, extend, or
renew the note, or extend the time for making any installment
provided for herein, or accept any installment in advance, all
without affecting the liability of us, or any of us, hereon.  If suit
be commenced on said note, the parties hereto jointly and severally
agree to pay to the holder of said note a reasonable attorney fee.
The borrower agrees to pay a reasonable collection charge should
collection be referred to a collection agency or to the payee's
collection facilities.  The parties hereto, jointly .and severally,
hereby waive presentment, demand, protest, notice of dishonor and/or
protest and notice of nonpayment; the right, if any, to the benefit
of, or to direct the application of, any security hypothecated to the
holder until all indebtedness of the borrower to the holder shall
have been paid; the right to require the holder to proceed against
the borrower, or to pursue any other remedy in the holder's power;
and agree that the holder may proceed against us directly and
independently of the borrower, and that the cessation of liability of
the borrower for any reason, other than full payment, or any
revision, renewal, extension, forbearance, change of rate of
interest, or acceptance, release or substitution of security, or any
impairment or suspension or the holder's remedies or rights against
the borrower, shall not in anywise affect the liability of any of the
parties hereto.  The parties hereto hereby authorize TRI STAR to date
this note as of the day when the loan evidenced hereby is made and to
complete this note in any other particular according to the terms of
said loan.  It is agreed hat if the parties hereto, or any of them at
any time fail in business or become insolvent, or commit an act of
bankruptcy, or if any deposit account or other property of the
parties hereto, or any of them, be attempted to be obtained or held
by writ of execution, garnishment, attachment, or other legal
process, or if any assessment for taxes against the parties hereto,
or any of them, other than taxes on real property, is made by federal
or state government, or any department thereof, or if the parties
hereto fail to notify you of any material change in their financial
condition, then, and in such case all of the obligations of the
parties hereto to you, or held by you, shall at your option
immediately become due and payable without demand or notice.

SIGNATURES

Borrower:

World Shopping Network, Inc.               Witness


By: /s/  John J. Anton                     /s/  Charles Woods
John J. Anton, President                   Charles Woods
Address: 1530 Brookhollow Drive            Address: 1601 East Flamingo
Road
Santa Ana, CA 92705                        Las Vegas, NV 89119