Filed by sedaredgar.com - Star Resorts Development Inc. - Exhibit 10.1






NEITHER THIS NOTE, THE SECURITIES INTO WHICH THIS NOTE IS
CONVERTIBLE, OR THE SECURITIES WHICH MAY BE ISSUED TO THE HOLDER OF THIS NOTE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON THE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS PROVIDED BY
REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD,
PLEDGED, TRANSFERRED, ASSIGNED, HYPOTHECATED, OR OTHERWISE DISPOSED OF WITHOUT
COMPLIANCE WITH SUCH REQUIREMENTS OR A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO
THE OBLIGOR THAT SUCH TRANSFER WILL NOT RESULT IN ANY VIOLATION OF SUCH LAWS OR
AFFECT THE LEGALITY OF THEIR ISSUANCE.

CONVERTIBLE PROMISSORY NOTE

	US$ 40,000 	February 4, 2009 


                    FOR
VALUE RECEIVED, the undersigned, Star Resorts Development Inc., a Nevada
corporation (the "Obligor"), hereby promises to pay to the order of Blue Mint
Exploration Inc (the "Holder"), the principal sum of Forty Thousand dollars
($40,000) payable as set forth below. The Obligor also promises to pay to the
order of the Holder interest on the principal amount hereof at a rate of 9% per
annum, which interest shall be payable as set forth below. Interest shall be
calculated on the basis of the year of 365 days and for the number of days
actually elapsed. The payments of principal and interest hereunder shall be made
in coin or currency of the United States of America which at the time of payment
shall be legal tender therein for the payment of public and private debts.

                    This
Note shall be subject to the following additional terms and conditions:

                    1.      Payments.
Subject to prior conversion or acceleration, all principal due hereunder shall
be payable in one (1) installment on February 4, 2011 (the “Maturity Date”).
Subject to prior conversion or acceleration, interest shall be payable
semi-annually. The first such interest payment shall be due the first day of the
first month following 180 days from the date of this Note. Subsequent interest
payments will be due and payable on the first day of the month every six months
thereafter. Notwithstanding the foregoing, the final interest payment shall be
due and payable on the Maturity Date. In the event that any payment to be made
hereunder shall be or become due on Saturday, Sunday or any other day which is a
legal bank holiday under the laws of the State of Florida, such payment shall be
or become due on the next succeeding business day.

                    2.     
Prepayment. The Obligor and the Holder understand and agree that the
principal amount of this Note together with all accrued interest due thereon can
be prepaid by Obligor at any time without penalty, commencing March 4th, 2009.





                    3.     
Conversion Terms. At any time on or after the date hereof, this Note
shall be convertible (in whole or in part), at the option of the Holder (the
"Conversion Option"), into such number of fully paid and non-assessable shares
of Common Stock (the "Conversion Rate") as is determined by dividing (x) that
portion of the outstanding principal balance and accrued interest under this
Note as of such date that the Holder elects to convert by (y) the Conversion
Price (as defined in clause 3 (b) hereof) then in effect on the date on which
the Holder faxes a notice of conversion (the "Conversion Notice"), duly
executed, to the Obligor (facsimile number 1 305 728 5288), Attn.: Alejandro
Aparicio, CEO) (the "Voluntary Conversion Date"), provided, however, that the
Conversion Price shall be subject to adjustment as described in clause 3 (d)
below. The Holder shall deliver this Note to the Obligor at such time that this
Note fully converted. With respect to partial conversions of this Note, the
Obligor shall keep written records of the amount of this Note converted as of
each Conversion Date.

	 	a) 	
      The term "Closing Price" shall mean, on any particular
      date:

	 	 	 	 
	 		(i) 	
      The closing price per share of the Common Stock on such
      date on the OTC Bulletin Board or another registered national stock
      exchange on which the Common Stock is then listed, or if there is no such
      price on such date, then the closing bid price on such exchange or
      quotation system on the date nearest preceding such date; or

	 	 	 	 
	 		(ii) 	
      If the Common Stock is not listed then on the OTC
      Bulletin Board or any registered national stock exchange, the closing bid
      price for a share of Common Stock in the over-the-counter market, as
      reported by the OTC Bulletin Board or in the National Quotation Bureau
      Incorporated or similar organization or agency succeeding to its functions
      of reporting prices) at the close of business on such date; or

	 	 	 	 
	 		(iii) 	
      If the Common Stock is not then reported by the OTC
      Bulletin Board or the National Quotation Bureau Incorporated (or similar
      organization or agency succeeding to its functions of reporting prices),
      then the average of the "Pink Sheet" prices for the relevant conversion
      period, as determined in good faith by the Holder; or

	 	 	 	 
	 		(iv) 	
      if the Common Stock is not then publicly traded the fair
      market value of a share of Common Stock as determined by the Holder and
      reasonably acceptable to the Obligor.

	 	 	 	 
	 	b) 	
      The term "Conversion Price" shall mean 100% of the
      average Closing Prices from the ten Trading Days immediately preceding the
      Voluntary Conversion Date, subject to adjustment under clause 3 (d)
      hereof. Interest shall be computed on the basis of a 360-day year of
      twelve (12) 30-day months and shall accrue commencing on the Issuance
      Date.



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	 	c) 	
      Mechanics of Conversion: Not later than three (3) Trading
      Days after any Conversion Date, the Obligor or its designated transfer
      agent, as applicable, shall issue and deliver to the Holder as specified
      in the Conversion Notice, registered in the name of the Holder or its
      designee, for the number of shares of Common Stock to which the Holder
      shall be entitled (the "Delivery Date"). If in the case of any Conversion
      Notice such certificate or certificates are not delivered to or as
      directed by the applicable Holder by the Delivery Date, the Holder shall
      be entitled by written notice to the Obligor at any time on or before its
      receipt of such certificate or certificates thereafter, to rescind such
      conversion, in which event the Obligor shall immediately return this Note
      if tendered for conversion, whereupon the Obligor and the Holder shall
      each be restored to their respective positions immediately prior to the
      delivery of such notice of revocation shall be payable through the date
      notice of rescission is given to the Obligor.

	 	 	 
	 	d) 	
      Adjustment of Conversion Price: The Conversion Price
      shall be subject to adjustment. If the Obligor shall at any time or from
      time to time after the Issuance Date, effect a stock split of the
      outstanding Common Stock, the applicable Conversion Price in effect
      immediately prior to the stock split shall be proportionately decreased.
      If the Obligor shall at any time or from time to time after the Issuance
      Date, combine the outstanding shares of Common Stock, the applicable
      Conversion Price in effect immediately prior to the combination shall be
      proportionately increased. Any adjustments under this clause 3 (d) shall
      be effective at the close of business on the date the stock split or
      combination occurs.



                    4.      No
Waiver. No failure or delay by the Holder in exercising any right, power or
privilege under the Note shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law. No course of dealing between the Obligor and the Holder shall
operate as a waiver of any rights by the Holder.

                    5.      Waiver
of Presentment and Notice of Dishonor. The Obligor and all endorsers,
guarantors and other parties that may be liable under this Note hereby waive
presentment, notice of dishonor, protest and all other demands and notices in
connection with the delivery, acceptance, performance or enforcement of this
Note.

                    6.      Place
of Payment. All payments of principal of this Note and the interest due
hereon shall be made at such place as the Holder may from time to time designate
in writing.

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                    7.      Events
of Default. The entire unpaid principal amount of this Note and the interest
due hereon shall, at the option of the Holder exercised by written notice to the
Obligor forthwith become and be due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived,
if any one or more of the following events (herein called "Events of Default")
shall have occurred (for any reason whatsoever and whether such happening shall
be voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in compliance with any judgement, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) and be
continuing at the time of such notice:

                    (a)     
if default shall be made in the due and punctual payment of the interest and/or
principal of this Note when and as the same shall become due and payable,
whether at maturity, or by acceleration or otherwise, and such default have
continued for a period of five (5) business days following Obligor’s receipt of
written notice from Obligor advising of such default;

	 	(b) 	
      if the Obligor shall:

	 	 	 	 
	 		(i) 	
      admit in writing its inability to pay its debts generally
      as they become due;

	 	 	 	 
	 		(ii) 	
      file a petition in bankruptcy or petition to take
      advantage of any insolvency act;

	 	 	 	 
	 		(iii) 	
      make assignment for the benefit of creditors;

	 	 	 	 
	 		(iv) 	
      consent to the appointment of a receiver of the whole or
      any substantial part of its property;

	 	 	 	 
	 		(v) 	
      on a petition in bankruptcy filed against it, be
      adjudicated a bankrupt;

	 	 	 	 
	 		(vi) 	
      file a petition or answer seeking reorganization or
      arrangement under the Federal bankruptcy laws or any other applicable law
      or statute of the United States of America or any State, district or
      territory thereof; or



                    (c)      if
the court of competent jurisdiction shall enter an order, judgment, or decree
appointing, without the consent of the Obligor, a receiver of the whole or any
substantial part of the Obligor's property, and such other, judgment or decree
shall not be vacated or set aside or stayed with ninety (90) days from the date
of entry thereof;

                    (d)     
if, under the provisions of any other law for the relief or aid of debtors, any
court or competent jurisdiction shall assume custody or control of the whole or
any substantial part of Obligor's property and such custody or control shall not
be terminated or stayed within (90) days from the date of assumption of such
custody or control; and

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                    (e)      if
(i) the Obligor sells, licenses, or otherwise transfers all or substantially all
of its assets or (ii) merges with or into another entity in a change of control
transaction.

                    8.     
Remedies. In case any one or more of the Events of Default specified in
Section 7 hereof shall have occurred and be continuing, the Holder may proceed
to protect and enforce its rights whether by suit and/or equity and/or by action
law, whether for the specific performance of any covenant or agreement contained
in this Note or in aid of the exercise of any power granted in this Note, or the
Holder may proceed to enforce the payment of all sums due upon the Note or
enforce any other legal or equitable right of the Holder.

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

                    10.      Governing
Law This Note and the right and obligations of the Obligor and the Holder
shall be governed by and construed in accordance with the laws of the State of
Florida. Any action to enforce this Note shall be in the federal or state courts
of Florida situated in Miami-Dade County.

                    IN
WITNESS WHEREOF, Star Resorts Development Inc has signed this Note as of the
4th Day of February 2009. 

	 	OBLIGOR: 	 
	 	 	 
	 	STAR RESORTS DEVELOPMENT INC
    
	 	 	 
	 	By: 	/s/ Alejandro Aparicio 
	 	         	Alejandro Aparicio 
	 	         	CEO 
	 	  	 
	 	HOLDER 	 
	 	 	 
	 	BLUE MINT EXPLORATION INC
  
	 	 
	 	By: 	/s/ Roger Knox 
	 	         	Roger Knox 


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