SECURED
      PROMISSORY NOTE

    


    
      	
              $
                750,000

            	
              March
                12, 2006

            


    

    


    FOR
      VALUE
      RECEIVED, the undersigned, StarInvest Group, Inc., a
      Delaware corporationa
      Nevada
      corporation (the “Company”), hereby promises to pay to the order of Strasbourg
      Pension Tulchin & Wolff (hereinafter,
      with any subsequent holder, the “Holder”), at its principal office located at 33
      Whitehall Street, New York, New York 10004, or at such other place or to such
      other party as the Holder of this Note may from time to time designate in
      writing, the principal sum of Seven Hundred Fifty Thousand dollars ($ 750,000)
      together with interest on the principal balance outstanding from time to time
      at
      the fixed rate of eight percent (8%) per annum, computed daily (the “Loan”). All
      payments of the Loan shall be made in lawful currency of the United States
      and
      in immediately available funds. Interest shall be calculated on the basis of
      the
      actual number of days elapsed over a 360-day year. Except as otherwise defined
      herein, all capitalized terms shall have the meanings ascribed to them in the
      Loan Agreement (as herein defined).

    1. Loan
      Agreement.
      This
      Secured Promissory Note (the “Note”) is being issued under and is entitled to
      the benefits of the Loan and Security Agreement dated as of March 12, 2006
      (the
“Loan Agreement”), to which Loan Agreement reference is hereby made for a
      statement of the rights in respect thereto of the Holder of this Note. The
      Note
      is one of a series of Notes for an aggregate principal amount of up to $ 750,000
      offered by the Company (the “Loans”).

     

    This
      Note
      will be secured by the collateral identified and described in Section 2 of
      the
      Loan Agreement (the “Collateral”), to which Loan Agreement reference is hereby
      made for a statement of the rights in respect thereto of the Holder of this
      Note.

     

    2. Payments/Maturity
      Date.
      Unless
      sooner paid in full, the entire unpaid principal of this Note, together with
      all
      accrued, but unpaid, interest and all other fees, costs, and charges, if any,
      shall be due and payable in full on March 12, 2007 (the “Maturity Date”). No
      payments of principal or interest are required hereunder until the Maturity
      Date
      except as otherwise provided herein or in the Loan Agreement. If any amounts
      due
      under this Note are due on a day which is not a business day, then such amounts
      shall be due on the next following day which is a regular business
      day.

     

    3. Purpose.
      The
      Company shall use the principal of the Loans solely for the purpose of paying
      off outstanding loans and claims against the Company as stated on Schedule
      A
      attached to this Note and up to $300,000 for working capital, for no other
      purpose except upon prior written approval of the Holders of at least 75% of
      the
      principal amount of the Loans. 

     

    4. Application
      of Payments.
      All
      payments on account of the Loan prior to demand or acceleration shall be applied
      first, to any and all costs, expenses, or charges then owed the Holder by the
      Company, including but not limited to any costs incurred by the Holder under
      any
      other document executed as Collateral security for this Note; second, to accrued
      and unpaid interest; third, to the payment of late charges provided herein;
      and
      the balance to the unpaid principal until the full amount of principal and
      interest has been paid in full. All payments so received after demand or
      acceleration shall be applied in such manner as the Holder may determine in
      its
      sole and absolute discretion.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5. Costs
      of Collections.
      If all
      sums due under this Note are not paid in full when due, the Company agrees
      to
      pay, in addition to the sums due hereunder, all costs of collection (including
      reasonable attorneys’ fees and expenses), whether suit be brought or
      not.

     

    6. Prepayment/Acceleration.
      The
      Loan may be prepaid at any time prior to the Maturity Date without premium
      or
      penalty. Any prepayments will be applied as provided in Section 4 of this
      Note.

     

    7. Certain
      Default Remedies.
      Upon
      the occurrence of any event constituting an Event of Default under the terms
      of
      the Loan Agreement, the entire balance of the principal and interest upon this
      Note then owing and unpaid, at the option of the Holder, shall immediately
      become due and payable. Delay on the part of the Holder of this Note in
      execution of the right to declare this obligation due shall not be a waiver
      thereof. In addition, the Holder shall have all other rights and remedies
      available under law and within the terms and provisions of the Loan
      Agreement.

     

    8. Default
      Interest Rate.
      Upon
      the occurrence, and during the continuance of, an Event of Default, the rate
      of
      interest accruing on the unpaid principal balance hereof and accrued interest
      thereon shall be increased to a fixed rate of fifteen percent (15%) per
      annum.

     

    9. Maximum
      Rate of Interest.
      This
      Note is subject to the express condition that at no time shall the Company
      be
      obligated or required to pay interest hereunder at a rate that could subject
      the
      Company to either civil or criminal liability as a result of being in excess
      of
      the maximum rate which the Company is permitted by law to contract or agree
      to
      pay. If, by the terms of this Note, the Company is at any time required or
      obligated to pay interest at a rate in excess of such maximum rate, the rate
      of
      interest under this Note shall be deemed to be immediately reduced to such
      maximum rate and interest payable hereunder shall be computed at such maximum
      rate and the portion of all prior interest payments in excess of such maximum
      rate shall be applied and shall be deemed to have been payments in reduction
      of
      the principal balance of this Note.

     

    10. Preferred
      Stock.
      As an
      incentive for the Holder to make the Loan to the Company, the Holder is entitled
      to receive from Isaac H Sutton, the President and CEO of the Company (“Sutton”)
      and Mr. Sutton shall issue to the Holder on the date hereof, 200,000 shares
      of
      preferred stock, $.001 par value per share (the “Preferred Stock”) for each
      $100,000 of the principal amount of the Holder’s Loan to the Company (prorated
      for amounts not in $100,000 units) solely from Mr. Sutton’s Preferred Stock
      ownership of the Company. The Preferred Stock shall be restricted stock as
      that
      term is defined in Rule 144(a) (3) of the Securities Act of 1933, as amended
      (the “Act”), and cannot be sold, pledged, hypothecated, assigned or otherwise
      disposed of (collectively “Transfer”) without compliance with the registration
      requirements of the Act, and those securities laws of the states of the United
      States which might then be applicable unless an exemption from such registration
      is available and is satisfactory to the Company. Restrictive legends will be
      placed on the certificates representing such Preferred Stock indicating the
      aforementioned Transfer restrictions, and stop transfer instructions will be
      placed against such certificates on the books and transfer records of the
      Company precluding any Transfer of such Preferred Stock. The Holder will provide
      the Company with an Investment Letter in form attached to the Note as Schedule
      B
      referencing the Transfer restrictions as provided in this Section 10. No
      registration rights are applicable or have been provided to the Holder with
      respect to the Preferred Stock which the Holder is obtaining from Mr. Sutton
      as
      provided herein.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    11. Waivers.
      All
      parties to the Loan evidenced by this Note hereby jointly and severally waive
      all exemption rights, whether under any state constitution, homestead exemption
      or otherwise, and also jointly and severally waive demand, presentment for
      payment, notice of dishonor, protest valuation and appraisal, notice of protest,
      notice of dishonor, and any other notice required to be given by law in
      connection with the delivery, acceptance, performance, default or enforcement
      of
      this Note, and consent to all forbearance or waiver of any term hereof or
      release or discharge by the Holder hereof of the Company, substitution or
      exchange of any security for the payment hereof or the failure to act on the
      part of the Holder or any other indulgence shown by the Holder from time to
      time, in one or more instances (without notice to or further assent from the
      Company) and the Company agrees that no such action, failure to act or failure
      to exercise any right or remedy on the part of the Holder shall in any way
      affect or impair the obligations of the Company hereunder or be construed as
      a
      waiver by the Holder of or otherwise affect any of the Holder’s rights under
      this Note, or under any document or instrument evidencing any security for
      payment of this Note. The Company expressly agrees that the Maturity Date hereof
      may be extended from time to time by the written consent of the Holder without
      in any way affecting the liability of the Company.

     

    12. Governing
      Law.
      This
      Note shall be governed by, and construed in accordance with, the laws of the
      State of New York.

     

    13. Severability.
      In the
      event any one or more of the provisions contained in this Note shall, for any
      reason, be held to be invalid, illegal, or unenforceable in any respect, such
      invalidity, illegality, or unenforceability shall not affect any other provision
      of this Note and this Note shall be construed as if such invalid, illegal,
      or
      unenforceable provision had never been contained herein.

     

    14. No
      Oral Modifications or Waivers.
      This
      Note may not be changed orally, but only by an agreement in writing signed
      by
      the parties against whom enforcement of any waiver, change, modification or
      discharge is sought.

     

    15. Due
      Authority and Enforceability.
      The
      representative of the Company subscribing below represents that he has full
      power, authority and legal right to execute and deliver this Note and that
      the
      Loan constitutes a valid and binding obligation of Company.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    16. CONFESSION
      OF JUDGMENT.
      IF THIS
      NOTE IS NOT PAID WHEN DUE AND AFTER THE EXPIRATION WITHOUT CURE OF ANY GRACE
      PERIODS, THE COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY CLERK OF
      ANY
      COURT OF RECORD OR ANY ATTORNEY TO ENTER IN ANY COURT OF COMPETENT JURISDICTION
      IN THE STATE OF NEW YORK, OR ANY OTHER STATE OR TERRITORY OF THE UNITED STATES,
      WITHOUT COMPLAINT FILED, JUDGMENT BY CONFESSION AGAINST THE COMPANY AND IN
      FAVOR
      OF THE HOLDER OF THIS NOTE FOR THE ENTIRE AMOUNT OF THIS NOTE THEN REMAINING
      UNPAID (INCLUDING PRINCIPAL, ACCRUED INTEREST AND LATE CHARGES), TOGETHER WITH
      REASONABLE ATTORNEY’S FEES AND COURT COSTS, WITHOUT ISSUANCE OR SERVICE OF
      PROCESS, STAY OF EXECUTION OR RIGHT OF APPEAL, AND EXPRESSLY WAIVING THE BENEFIT
      OF ALL EXEMPTION LAWS (WHETHER BY STATE CONSTITUTION, HOMESTEAD EXEMPTION OR
      OTHERWISE) AND ALL IRREGULARITY OR ERROR IN ENTERING SAID JUDGMENT OR THE
      EXECUTION THEREON AND ALL RIGHTS OF APPEAL AND STAYS OF EXECUTION, AND WILL
      REPRESENT A DEBT JUSTLY DUE THE HOLDER. NO SINGLE EXERCISE OF THE FOREGOING
      POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR
      NOT
      ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE OR VOID,
      BUT THE POWER SHALL CONTINUE UNDIMINISHED, AND IT MAY BE EXERCISED FROM TIME
      TO
      TIME AS OFTEN AS THE HOLDER OF THIS NOTE SHALL ELECT, UNTIL SUCH TIME AS THE
      HOLDER OF THIS NOTE SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL INDEBTEDNESS
      OF
      THE COMPANY TO THE HOLDER OF THIS NOTE UNDER THE TERMS HEREOF. THE EXECUTION
      OF
      THIS NOTE WILL BE DEEMED THE EXECUTION OF THE AFFIDAVIT OF CONFESSION OF
      JUDGMENT FOR ENTRY OF THE JUDGMENT WHICH HOLDER MAY ENFORCE IN ANY COURT OF
      COMPETENT JURISDICTION.

     

    17. WAIVER
      OF JURY TRIAL.
      THE
      COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND
      INTENTIONALLY WAIVES THE RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION
      BASED HEREON, OR ARISING OUT OF, OR IN CONNECTION WITH THIS NOTE, THE LOAN,
      THE
      LOAN AGREEMENT AND RELATED DOCUMENTS.
      THIS
      PROVISION WAS SPECIFICALLY BARGAINED FOR AND IS A MATERIAL INDUCEMENT FOR THE
      HOLDER TO EXTEND CREDIT AND MAKE THE LOAN TO THE COMPANY.

     

    18. Assignment.
      This
      Note and the Loan may not be assigned by the Company without the prior written
      consent of the Holder.

     

    19. Binding
      Effect.
      This
      Note shall be binding upon the Company and its successors and assigns and shall
      inure to the benefit of the Holder and its successors and assigns.

     

    20. Headings.
      The
      headings in this Note are for convenience of reference only and shall not define
      or limit any terms or provisions hereof.

     

    21. Company’s
      Acknowledgement.
      The
      Company acknowledges that it has read and understood all the provisions of
      this
      Note, including the Confession of Judgment and Waiver of Jury Trial, and has
      been advised by counsel as necessary and appropriate.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Company has duly executed this Note as of the day and
      year
      first above written.

     

     

    
      	 	 	 
	ATTEST:	COMPANY:
	 	 
	 	STARINVEST GROUP, INC., a Nevada
              corporation
	 
 	 
 	 
 
	Date: 	By:  	Isaac
              H
              Sutton (SEAL)
	 	
              

              Name: Isaac
                H Sutton

              Title: President
                and CEO

            
	 	 


    

    
      	STATE OF NEW YORK 	)	 	 
	 	)     SS:	 	 
	COUNTY OF NEW YORK 	)	 	 


    

     

    The
      foregoing instrument was acknowledged before me this ____ day of March, 2006
      by
      Isaac H Sutton, the President and CEO of StarInvest Group, Inc., a Nevada
      corporation, on behalf of the corporation.

    


    
      
        	 	 	 
	 	 	 
	 	
                
Notary
                Public
	 	 


      



    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Schedule
      A

    


    


    Outstanding
      Indebtedness with Loans/Claims to be Paid

    


     

    Holders

    


    


    
      	 	 	 
	
              Name
                & Address

            	
              Loan

            	
              Preferred
                Stock

            
	 	 	 
	
              Aqua
                Alta Ltd.

              c/o
                Casa Aqua Alta Costa Careyes

              Jalisco,
                Mexico

            	
              $200,000

            	
              400,000
                shs.

            
	 	 	 
	
              David
                L. Cohen

              1800
                Rockaway Avenue

              Hewlett,
                New York 11557-1645

            	
              $150,000

            	
              300,000
                shs.

            
	 	 	 
	
              Marc
                Finkelstein

              26
                Allevard Street

              Lido
                Beach, New York 11561

            	
              $100,000

            	
              200,000
                shs.

            
	 	 	 
	
              Scaroborough
                Ltd.

              c/o
                Euroba Management Ltd.

              73
                Front Street, 4th
                Floor

              Hamilton,
                HM12

              Bermuda

            	
              $
                50,000

            	
              100,000
                shs.

            
	 	 	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      B (To Promissory Note)

    


    


    INVESTMENT
      LETTER

    


    


    STARINVEST
      GROUP, INC.

    


    March
      __,
      2006

    


    


    StarInvest
      Group, Inc.

    122
      East
      42nd
      Street

    Suite2715

    New
      York,
      NY 10168

    


    Gentlemen:

    


    In
      connection with the acquisition by the undersigned of _______ shares of
      preferred stock, $.001 par value (the “Preferred Stock”) of StarInvest Group,
      Inc. (the “Company”), the undersigned, for himself and his successors and
      assigns, represents and agrees as to the following:

    


    The
      undersigned is acquiring the Preferred Stock from Isaac H. Sutton, President
      and
      CEO of the Company, with a view toward investment and not with a view toward
      the
      distribution thereof. The undersigned has acquired the Preferred Stock for
      his
      account and not for the account of any other person or entity.

    


    The
      undersigned understands that he is acquiring and will be owning and holding
      “restricted” shares of Preferred Stock as that term is defined under the federal
      securities laws of the United States and more particularly under Rule 144(a)(3)
      promulgated by the Securities and Exchange Commission (“SEC”) under the
      Securities Act of 1933, as amended (the “Act”). Therefore, the undersigned
      understands and agrees that he will not be able to sell, pledge, hypothecate,
      assign or otherwise dispose of (collectively referred to as “transfer”) the
      Preferred Stock without compliance with the registration requirements of the
      Act, and those securities laws of the states of the United States which might
      then be applicable, unless an exemption therefrom is available and is
      satisfactory to you and your counsel.

    


    The
      undersigned is aware of the fact that restrictive legends shall be placed on
      the
      face of the certificate for the Preferred Stock indicating that the Preferred
      Stock cannot be transferred without such registration or an available exemption;
      and the undersigned is further aware of the fact that stop transfer instructions
      shall be placed against the certificates representing the Preferred Stock on
      the
      books and transfer records of the Company precluding any transfer of the
      Preferred Stock.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      undersigned has been advised and understands that the Preferred Stock has not
      been registered under the Act, nor pursuant to the provisions of the securities
      or other laws of any applicable jurisdiction, and that the Preferred Stock
      has
      been issued to the undersigned in reliance on exemptions for non-public
      offerings as contained in Sections 4(2) or 4(6) of the Act (“private placement”)
      and/or Regulation D thereunder and of the laws of such other jurisdiction as
      may
      be applicable. The undersigned is fully aware that the Preferred Stock is issued
      to the undersigned in reliance upon such exemptions based upon the undersigned’s
      representations set forth herein. The undersigned is fully aware of the
      restrictions on the transferability of the Preferred stock based on the Act
      and
      the state securities laws, and that the undersigned must bear the economic
      risk
      of his investment in the Preferred Stock for an indefinite period of
      time.

    


    The
      undersigned hereby agrees not to make any transfer of the Preferred Stock in
      violation of the Act or the rules promulgated thereunder or under state
      securities laws.

    


    The
      undersigned understands and acknowledges that the Company has not granted him
      the right to include his Preferred Stock in any registration statement or
      qualification (collectively “registration”) with respect to any of his
      securities under federal or state securities laws and the undersigned further
      understands that he has no independent right to request or demand registration
      of the Preferred Stock.

    


    The
      undersigned agrees that the Company may refuse to permit the undersigned to
      transfer any of the Preferred Stock unless (i) there is an effective
      registration statement under the Act covering such transfer; or (ii) the
      undersigned furnishes the Company with an opinion of counsel satisfactory to
      you
      to the effect that registration under the Act or under the law of any applicable
      jurisdiction is not required for such transfer; or (iii) the undersigned
      furnishes proof satisfactory to you that he will make such transfer only in
      compliance with Rule 144 under the Act, and the rules of any other applicable
      jurisdiction if and as then applicable to the Preferred Stock.

    


    The
      undersigned further represents and warrants that he has carefully read this
      investment letter and understands its requirements and other applicable
      limitations upon the transfer of the Preferred Stock.

    


    The
      undersigned is familiar with the Company’s operations and affairs and, in
      particular, its present financial condition. The undersigned further represents
      to you that he has knowledge and experience in financial and business matters
      and is capable of evaluating the risks in participating with and making the
      investment in the Company and acquiring the Preferred Stock. The undersigned
      is
      familiar with the material facts and financial information necessary to make
      an
      informed judgment as to the merits of making this investment in the
      Company.

    


    The
      foregoing representations and warranties are true and accurate as of this date
      and each such representation and warranty shall survive the acquisition of
      the
      Preferred Stock. The undersigned recognizes that if any of the above
      representations or statements are untrue or misleading or if he violates any
      of
      the terms of this investment letter or the federal securities laws and the
      regulations of the SEC, he may bring about a violation of the federal and state
      securities laws, both on the undersigned’s part and that of the
      Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      undersigned agrees to indemnify and hold the Company harmless and your
      respective officers, directors and affiliated persons from any and all damages,
      losses, costs and expenses (including reasonable attorney’s fees) which it, or
      any of them, may incur by reason of a breach of any of the undersigned’s
      representations and warranties contained herein.

    


    All
      references in this Investment Letter to the single number and neuter gender
      shall be deemed to mean and include the plural number and all genders, and
      vice
      versa, unless the context shall otherwise require.

    


    Very
      truly yours,

    


    


    By:
      __________________________________