EXHIBIT 10.2
BLUESTAR HEALTH, INC.
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CONVERTIBLE PROMISSORY NOTE
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Amended and Restated October 28, 2007
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$238,432.00
March 1, 2007
FOR VALUE RECEIVED, Bluestar Health, Inc., a Colorado corporation,
its assigns
and successors (the "Company"), hereby promises to pay to the order
of Alfred
Oglesby, an individual, or his assigns (the "Holder"), in
immediately available
funds, the total principal sum of Two Hundred Thirty Eight Thousand
Four Hundred
Thirty Two Dollars ($238.432.00). The principal hereof plus the
accrued interest
thereon ("Initial Interest Period") shall be due and payable in 20
equal
quarterly installments (collectively the "Repayment Period") of
$16,441.83
commencing December 1, 2007 (the "Initial Payment Date") (unless
such payment
date is accelerated as provided in Section 7 hereof). The Company
at its sole
discretion may replace cash payments on the first twelve (12)
payments with an
equivalent payment in the Company's common shares at Fifty percent
(50%) of the
trading price as determined in (4) below. Payment of all amounts
due hereunder
shall be made at the address of the Holder provided for in Section
8 hereof.
Interest shall accrue during the Initial Interest Period and during
the
Repayment Period at the rate of Ten percent (10%) per annum on this
Note from
the date hereof and shall continue to accrue until all unpaid
principal and
interest is paid in full.
1.
HISTORY OF THE LOAN. The original version of this Promissory Note
was
delivered to Holder as consideration for amounts owed by the
Company to the
Holder for advances previously made to the Company by the Holder
effective as of
March 1, 2007. This Amended and Restated Promissory Note ("Note" or
"Promissory
Note") amends and restates the original Promissory Note dated March
1, 2007 by
mutual consent of the Company and Holder. This Amended and Restated
Promissory
Note shall in all respects replace the terms of the original
Promissory Note.
2.
PREPAYMENT. The Company may, at its option, at any time and from
time to
time, prepay all or any part of the principal balance of this Note,
without
penalty or premium, provided that concurrently with each such
prepayment the
Company shall pay accrued interest on the principal, if any, so
prepaid to the
date of such prepayment.
4.
CONVERSION. The Holder is entitled, at his option, at any time
beginning
on the date hereof, and in whole or in part, to convert the
outstanding
principal amount of this Note, or any portion of the principal
amount hereof,
and any accrued interest, into shares of the common stock of the
Company. Any
amounts Holder elects to convert will be converted into common
stock at a
conversion price per share equal to Eighty percent (80%) of the
average closing
price of the Company's common stock over the most recent five (5)
trading days
as quoted on a USA public exchange or the Pink Sheets (the
"Conversion Price").
Any conversion shall be effectuated by giving a written notice
("Notice of
Conversion") to the Company on the date of conversion, stating
therein the
amount of principal and accrued interest due to Holder under this
Note being
converted. If the Company fails to deliver the shares of common
stock due to
Holder within seven (7) days of receipt of a Notice of Conversion,
Holder shall
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be entitled to receive a cash payment equal to the difference
between the fair
market value of the shares of common stock due to Holder on the
date of delivery
of the Notice of Conversion and the total conversion price required
to convert
the shares of common stock due to Holder (which amount shall be
paid as
liquidated damages and not as a penalty).
5.
TRANSFERABILITY. This Note shall not be transferred, pledged,
hypothecated, or assigned by the Company without the express
written consent of
the Holder. In the event any third party acquires a controlling
interest in the
Company or acquires substantially all of the assets of the Company
(a
"Reorganization Event"), this Note will survive and become an
obligation of the
party that acquires such controlling interest or assets. In the
event of a
Reorganization Event the Company agrees to make the party that
acquires such
controlling interest or assets, aware of the terms of this Section
and this
Note. This Note may be transferred, pledged, hypothecated, or
assigned by the
Holder in his sole discretion.
6.
RESERVATION AND LISTING OF SECURITIES. The Company shall at all
times
reserve and keep available out of its authorized shares of common
stock, solely
for the purpose of issuance upon the conversion of this Note, such
number of
shares of common stock as would be necessary to convert the entire
amount due
and owing under the terms of this Note if Holder elected to convert
said amount
under Section 3 hereof.
7.
DEFAULT. The occurrence of any one of the following events
shall
constitute an Event of Default:
(a) The non-payment, when due, of any principal or interest
pursuant to
this Note;
(b) The material breach of any representation or warranty in this
Note.
In th
