ilst_8k-ex1002.htm


    Exhibit 10.2

     

     

    
      CORPORATE
PROMISSORY NOTE

      


      


      
        	
                U.S.
      $200,000

              	
                Principal
      Amount

              


      

      


      FOR VALUE RECEIVED, International Star,
Inc., a Nevada corporation (“Maker”), promises to
pay to the order of Kilpatrick’s Rose-Neath Funeral Homes, Crematorium and
Cemeteries, Inc. of Shreveport, Louisiana, or assigns (“Promisee”), the sum
of Two Hundred Thousand U.S. Dollars ($200,000) (or such lesser amount as shall
equal the aggregate unpaid principal amount of the Loans made by Promisee to
Maker under the Agreement, as defined below) together with simple interest
thereon at the rate of ten percent (10%) per annum as provided in the
Agreement.

      


      This Corporate Promissory Note (the
“Note”)
evidences the obligation of the undersigned to repay all Loans advanced by
Promisee from time to time under that certain Corporate Loan Agreement between
Maker and Promisee, dated the date hereof (as amended, supplemented, restated or
otherwise modified from time to time, the “Agreement”), which is
incorporated herein and made a part hereof by reference.  Terms used
but not defined in this Note have the respective meanings assigned to them in
the Agreement.  In the event of any conflict between the terms of this
Note and the terms of the Agreement, the terms of the Agreement shall
prevail.

       

      The aggregate unpaid principal amount
of the Loans is due in full, together with any accrued and unpaid interest
thereon, 120 days after the date hereof (the “Maturity
Date”).  If such principal amount is not paid in full within
five (5) days after the Maturity Date, the rate of simple interest on any unpaid
principal amount shall increase to eighteen percent (18%) per annum, effective
as of the Maturity Date, and such interest shall continue to accrue thereafter
for any unpaid principal amount until such principal is paid in
full.

      


      Payment for the principal and accrued
interest pursuant to this Note shall be made by Maker, at Maker’s election, in
cash or shares of common stock of Maker (“Common Stock”) or any
combination of cash and Common Stock, pursuant to the terms of the
Agreement.

      


      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.  This Note and any
payments called for hereunder shall be made to Promisee at its offices in
Louisiana or to such address as may from time to time be designated in writing
by Promisee or any holder hereof.

      


      Maker agrees to remain fully bound
hereunder until this Note shall be fully paid and to waive demand, presentment
and protest and all notices hereto, and further agrees to remain bound,
notwithstanding any extension, renewal, modification, waiver, or other
indulgence by any holder.  No modification or waiver by any holder
hereof shall be binding unless agreed to in writing by Maker and
Promisee.

      


      This Note shall be construed, governed,
and enforced in accordance with the laws of the State of
Louisiana.  In the event this Note shall be in default and placed with
an attorney for collection, Maker agrees to pay all reasonable attorney fees and
costs of collection.

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      The undersigned hereby executes this
Note on behalf of the Maker as principal and not as surety.

      


      Dated this 1st day of December,
2008.

      


      


      MAKER:

      


      INTERNATIONAL
STAR, INC.

      


      


      


      By:  
/s/
Sterling M.
Redfern                                 


            Sterling
M. Redfern, President

      


      


      


      Witnessed
by: /s/
Jacqulyn B.
Wine                        


      


      


      
 

       

       

       

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