Filed by Automated Filing Services Inc. (604) 609-0244 - Star Resorts Development Inc. - Exhibit 10.1






ASSIGNMENT AGREEMENT

THIS AGREEMENT effective as of the 20th day of December,
2007.

BETWEEN:

Latin Star Developments Inc., a
company incorporated under the laws of Nevis, having an office at Main Street,
Charlestown, Nevis

(the “Assignor”)

AND:

Star Resorts Development Inc., a
public company incorporated under the laws of the State of Nevada, with an
office at 701 Brickell Avenue, Suite 1550, Miami, FL 33131 

(the “Assignee”)

(together, the “Parties”)

WHEREAS:

A.             
The Assignor has rights to the shares and other assets (the “Assets”) through
the memoranda of understanding (the “MOU”), real estate purchase agreement (the
“REPA”) and all documents that are set out in Schedule “A” of this Agreement
(collectively, the “Memoranda”);

B.             
The Memoranda may be assigned by the Assignor to the Assignee without the
consent of any other parties; 

C.             
In accordance with the Memoranda, the Assignor has paid the amount of
$3,450,000: the sum of $3,250,000 pursuant to the MOU and the sum of $200,000
pursuant to the REPA. The $3,450,000 was paid by the Assignor in the following
advances:

	 	(i) 	
      February 26, 2007 a first advance, pursuant to the MOU,
      in the amount of two hundred thousand dollars ($200,000) ;

	 	 	 
	 	(ii) 	
      Prior to April 27, 2007, a second advance, pursuant to
      the MOU, in the amount of two hundred thousand dollars
  ($200,000);

	 	 	 
	 	(iii) 	
      May 2, 2007 a third advance, pursuant to the MOU, in the
      amount of six hundred eighty thousand dollars ($680,000);

	 	 	 
	 	(iii) 	
      May 18, 2007 a fourth advance, pursuant to the MOU, in
      the amount of one million five hundred thousand dollars
    ($1,500,000);








	 	(iv) 	
      June 5, 2007 a fifth advance, pursuant to the MOU, in the
      amount of six hundred seventy thousand dollars ($670,000); and,

	 	 	 
	 	(v) 	
      June 6, 2007 a sixth advance, pursuant to REPA, in the
      amount of two hundred thousand dollars ($200,000)



(together, the “Advances”); and,

D.             
The Assignor wishes to assign, and the Assignee wishes to assume, all of the
Assignor’s right, title, interest in the Assets based on the terms and
conditions set out herein.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the mutual covenants contained herein (the sufficiency whereof is hereby
acknowledged by the Parties), the Parties hereby agree to and with each other as
follows:

	1. 	
      Assignment. The Assignor hereby assigns, and the
      Assignee hereby assumes, any and all right, title, interest and obligation
      set out in the Memoranda and the Assignee further agrees to be bound by
      the terms and conditions of the Memoranda as if it were an original
      signatory thereto (the “Assignment”).

	 	 
	2. 	
      Effect of Assignment. Except as amended by this
      Agreement, the Parties acknowledge that the Memoranda remain in full force
      and effect.

	 	 
	3. 	
      Consideration.

	 	 
	3.1 	
      In consideration for this Assignment, the Assignee agrees
      to pay and the Assignor agrees to accept 6,900,000 fully paid and
      non-assessable shares in the common stock of the Assignee (the “Assignment
      Price”), payable on or before the completion of this Assignment.

	 	 
	3.4 	
      The completion of this Assignment will take place upon
      the delivery of the entire Assignment Price by the Assignee to the
      Assignor.

	 	 
	3.5 	
      The Parties acknowledge and agree that the Assignment
      Price represents their joint, best estimate of present fair market value
      of the Assignment.

	 	 
	4. 	
      Achievement Payments.

	 	 
	4.1 	
      In consideration of the Assignor having contributed to
      the creation of circumstances that will permit the Assignee to participate
      in certain additional business opportunities that potentially increase the
      value of the Assets, the Assignee will use good-faith efforts to cause the
      following (each, a “Triggering Event”):




	 	(a)              the
      written assignment of the Option, as defined in the MOU, in accordance with
      and as contemplated by subparagraph 3(d)(iii) of the MOU to the Assignee
      by Fiducia Capital S.A. (“FC”), on terms and in form and substance
      acceptable to the Assignee in its sole discretion;








		(b)              the
      execution of a written agreement, on terms and in form and substance acceptable
      to the Assignee in its sole discretion, that the Assignee is a 25% beneficiary
      of a concession by the Province of Neuquén, Argentine, of certain additional
      land adjacent to the Cerro Bayo project to be developed as part of said
      project; and,
	 	 	 
		(c)             
      the execution of a written agreement, on terms and in form and substance
      acceptable to the Assignee in its sole discretion, that makes the Assignee
      a partner in the development and operations of the SMA Hotel & Spa (the
      “Hotel”), a hotel and spa resort referred to in Recital VI of
      the MOU.
	 	 	 
	4.2 	 Upon the completion of each Triggering Event,
        the Assignee will issue to the Assignor or its nominee, within 14 days
        following the satisfaction on the part of the Assignee that the Triggering
        Event has been completed, 9,200,000 fully paid and non-assessable shares
        in the common stock of the Assignee. The 9,200,000 fully paid and non-assessable
        shares will be paid following each Triggering Event by the delivery of
        a share certificate representing 9,200,000 common shares to the Assignor
        or its nominee. The Parties agree that the Assignee is not obligated to
        achieve the completion of one or all of the Triggering Events and failure
        to do so will not be deemed a breach of this Agreement.

	 	 	 
	5. 	 Restricted Shares.

	 	 	 
	5.1 	 The Assignor hereby acknowledges that upon
        the issuance thereof, and until such time as the same is no longer required
        under the applicable securities laws and regulations, the certificates
        representing any shares in the common stock of the Assignee issued pursuant
        to this Agreement will bear a legend in substantially the following form:



THE SECURITIES REPRESENTED HEREBY HAVE
  BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS
  (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
  ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES HAVE BEEN REGISTERED
  UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
  NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR
  TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS
  OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
  UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
  NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
  ONLY IN ACCORDANCE WITH APPLICABLE STATE





		
      SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE 1933 ACT.

	 	 
	5.2. 	
      The Assignor hereby acknowledges and agrees to the
      Company making a notation on its records or giving instructions to the
      registrar and transfer agent of the Company in order to implement the
      restrictions on transfer set forth and described in this
  Agreement.

	 	 
	6. 	
      Representations of Assignor. The Assignor hereby
      represents and covenants that:

	 	 
		
      (a)             
      the Assignor is a corporation duly organized, validly existing and in good
      standing under the laws of Nevis;

	 	 
		
      (b)             
      the Assignor has all requisite corporate power and authority to execute
      and deliver this Agreement and any other document contemplated by this
      Agreement to be signed by the Assignor and to perform its obligations
      hereunder and to consummate the transactions contemplated
hereby;

	 	 
		
      (c)             
      to the best knowledge of the Assignor, there is no claim, charge,
      arbitration, grievance, action, suit, investigation or proceeding by or
      before any court, arbiter, administrative agency or other governmental
      authority now pending or threatened against any of the Memoranda or
      against the Assignor as holder of such Standstill Agreement that, if
      adversely resolved or determined, would have a material adverse effect on
      any of the Memoranda or the value thereof; and,

	 	 
		
      (d)             
      none of the execution, delivery and performance of this Agreement, or the
      consummation of the Assignment will conflict with, result in a violation
      of, cause a default under (with or without notice, lapse of time or both)
      or give rise to a right of termination, amendment, cancellation or
      acceleration of any material obligation contained in or the loss of any
      material benefit under, or result in the creation of any material lien,
      claim, security interest, charge or encumbrance upon any of the
      Memoranda.

	 	 
	7. 	
      Representations of Assignee. The Assignee hereby
      represents and covenants that:

	 	 
		
      (a)             
      the Assignee is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Nevada; and,

	 	 
		
      (b)             
      the Assignee has all requisite corporate power and authority to execute
      and deliver this Agreement and any other document contemplated by this
      Agreement to be signed by the Assignee and to perform its obligations
      hereunder and to consummate the transactions contemplated
  hereby.








	8. 	
      Entire Agreement. This Agreement constitutes the
      whole agreement between the Parties in respect of the Assignment
      contemplated hereby and there are no warranties, representations, terms,
      conditions, or collateral agreements expressed or implied, statutory or
      otherwise, other then expressly set forth in this Agreement.

	 	 
	9. 	
      All Further Acts. Each of the Parties will do any
      and all such acts and will execute any and all such documents as may
      reasonably be necessary from time to time to give full force and effect to
      the provisions and intent of this Agreement.

	 	 
	10. 	
      Jurisdiction. This Agreement will be governed by
      and construed in accordance with the laws of the State of Nevada, and the
      Parties hereby attorn to the jurisdiction of the courts of competent
      jurisdiction of the State of Nevada in any proceeding hereunder.

	 	 
	11. 	
      Schedules. Schedule “A” is attached to this
      Agreement and is incorporated herein.

	 	 
	12. 	
      Headings. The headings and captions contained in
      this Agreement are for convenience of reference only and will not in any
      way affect the meaning or interpretation of this Agreement.

	 	 
	13. 	
      Survival. Each party is entitled to rely on the
      representations and warranties of the other party and all such
      representations and warranties will be effective regardless of any
      investigation that the party has undertaken of failed to undertake. The
      representations and warranties will survive the effective date of this
      Agreement and continue in full force and effect until six (6) months after
      the effective date of this Agreement.

	 	 
	14. 	
      Successors and Assigns. This Agreement will enure
      to the benefit of, and be binding upon, the Assignor and the Assignee and
      their respective successors and assigns.

	 	 
	15. 	
      Further Assignment. The Assignee may further
      assign all of its right, title, interest and obligation under any of the
      Memoranda to any party without the consent of the Assignor.

	 	 
	16. 	
      Notice. All notices and other communications
      required or permitted under this Agreement must be in writing and will be
      deemed given if: (i) sent by personal delivery; (ii) faxed with electronic
      confirmation of delivery; or (iii) sent by internationally-recognized
      express courier or registered or certified mail (return receipt
      requested), postage prepaid, to the Parties at the address set out on the
      first page of this Agreement (or at such other address for a party as will
      be specified by like notice). All such notices and other communications
      will be deemed to have been received:

	 	 
		
      (a)             
      in the case of personal delivery, on the date of such
  delivery;








		
      (b)             
      in the case of a fax, when the party sending such fax has received
      electronic confirmation of its delivery;

	 	 
		
      (c)             
      in the case of delivery by internationally-recognized express courier, on
      the Business Day following dispatch; and

	 	 
		
      (d)             
      in the case of mailing, on the fifth Business Day following
  mailing.

	 	 
	17. 	
      Meaning of “Business Day”. For the purposes of
      this Agreement, the term “Business Day” means any day other than a
      Saturday, Sunday, public holiday under the laws of the State of Nevada or
      other day on which banking institutions are authorized or obligated to
      close in the State of Nevada.

	 	 
	18. 	
      Amendment. This Agreement may not be amended
      except by an instrument in writing signed by each of the
Parties.

	 	 
	19. 	
      Time. Time is of the essence to this
    Agreement.

	 	 
	20. 	
      Counterparts and Electronic Means. This Agreement
      may be executed in several counterparts, each of which will be deemed to
      be an original and all of which will together constitute one and the same
      instrument. Delivery of an executed copy of this Agreement by electronic
      facsimile transmission or other means of electronic communication capable
      of producing a printed copy will be deemed to be execution and delivery of
      this Agreement as of the day and year first written
  above.



IN WITNESS WHEREOF the Parties have executed this Agreement as
of the day and year first above written.

LATIN STAR DEVELOPMENTS INC.

	Per: 	/s/ David Craven 
	  	Authorized Signatory



STAR RESORTS DEVELOPMENT INC.

	Per: 	/s/ Alejandro Aparicio 
	  	Authorized Signatory







SCHEDULE “A”

to the assignment agreement between Latin Star Developments
Inc. and Star Resorts Development Inc. and dated effective as of December 20,
2007

1.             
Memorandum of Understanding, dated April 27, 2007, between Fiducia Capital S.A.
and Latin Star Developments Inc. 

2.             
  Real Estate Purchase Agreement between Santa Maria de los Andes S.A. and Latin
  Star Developments Inc. for the purchase of a plot of land located in the Agrelo
  District, Department of Lujan de Cuyo, Province of Mendoza