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






OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT 

              
This Offshore Securities Subscription Agreement ("Agreement") is executed this
_____ day of _______________ in reliance upon the transaction exemption afforded
by Regulation S as promulgated by the United States Securities and Exchange
Commission ("SEC"), under authority of the Securities Act of 1933, as amended
("1933 Act").

              
This Agreement has been executed by the undersigned in connection with the sale
of the common stock, $.00001 par value per share (the “Common Stock”) of Star
Resorts Development Inc. a corporation organized under the laws of Nevada
(hereinafter referred to as the "Company"). 

              
The undersigned, Banque SCS Alliance SA, a corporation organized under the laws
of Switzerland, a non-USA jurisdiction (hereinafter referred to as the
"Purchaser"), hereby subscribes to purchase <> units (“Units”) consisting
of one share (“Shares”) of Common Stock and a warrant (exercisable for a period
of 5 years from issuance) with a conversion price of $<> for a total
amount of US $<>. The Purchaser hereby represents and warrants to, and
agrees with the Company as follows: 

	1. 	
      Agreement to Subscribe; Payment of Purchase
      Price

	 	 	 	 
		a. 	
      The Purchaser hereby subscribes for the purchase of
      <> Units at the purchase price of approximately US $<> per
      Unit (the "Purchase Price").

	 	 	 	 
		b. 	
      The Purchaser shall pay the Purchase Price for the Shares
      by delivering good funds in United States Dollars to the
Company.

	 	 	 	 
	2. 	
      Issuance of Securities. The Company shall instruct
      its transfer agent to issue the Shares subscribed for in the name and at
      the address provided by the Purchaser. The Shares will bear a restrictive
      legend.

	 	 	 	 
	3. 	
      Representations and Warranties of
  Purchaser.

	 	 	 	 
		a. 	
      Purchaser represents and warrants to the Company as
      follows:

	 	 	 	 
			(i) 	
      Purchaser is not a "U.S. person" as that term is defined
      under Regulation S as promulgated by the Securities and Exchange
      Commission ("SEC") under authority of the Securities Act of 1933, as
      amended (the "1933 Act"). "U.S. person" is defined by Regulation S
    as:

	 	 	 	 
				
      a.      Any natural person
      resident in the United States;







b.      Any
partnership or corporation organized or incorporated under the laws of the
United States; 

c.      Any
estate of which any executor or administrator is a U.S. person; 

d.      Any
trust of which any trustee is U.S. person; 

e.      Any
agency or branch of a foreign entity located in the United States; 

f.      Any
non-discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary for the benefit or account of a U.S. person;


g.      Any
discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and 

h.      Any
partnership or corporation if organized under the laws of any foreign
jurisdiction and formed by a U.S. person principally for the purpose of
investing in securities not registered under the 1933 Act, unless it is
organized, incorporated, and owned, by accredited investors (as defined in Rule
501(a) under the 1933 Act) who are not natural persons, estates or trusts. 

	 	(ii) 	
      At the time the buy order for the Shares was originated,
      Purchaser was outside the United States;

	 	 	 
	 	(iii) 	
      Purchaser is purchasing the Shares for his own account
      and not on behalf of any U.S. person, and the sale has not been
      pre-arranged with a purchaser in the United States;

	 	 	 
	 	(iv) 	
      To the best knowledge of the Purchaser, each distributor
      participating in the offering of the securities, if any, has agreed in
      writing that all offers and sales of the securities prior to the
      expiration of a period commencing on the date of the transaction and
      ending forty days thereafter shall be made in compliance with the Issuer
      Safe Harbor, pursuant to registration of securities under the 1933 Act or
      pursuant to an exemption from registration; and

	 	 	 
	 	(v) 	
      All offering documents received by the Purchaser include
      statements to the effect that the securities have not been registered
      under the 1933 Act and may not be offered or sold in the United States or
      to U.S. persons unless the securities are registered
  under







the 1933 Act or an exemption from the
registration requirements is available. 

	 	b. 	
      The Purchaser represents and warrants and hereby agrees
      that no offers or sales of the Shares acquired hereby shall be made except
      in compliance with Rule 903 of Regulation S, pursuant to the registration
      requirements of the 1933 Act or pursuant to an applicable exemption from
      such registration; and further agrees not to engage in hedging
      transactions with regard to the Shares unless in compliance with the 1933
      Act;

	 	 	 
	 	c. 	
      The Purchaser understands that (1) the Shares have not
      been registered under the 1933 Act and may not be offered or sold in the
      United States or to U.S. persons absent registration in accordance with,
      or an applicable exemption from, the registration requirements of the 1933
      Act, and (2) the Company is not obligated to file a registration statement
      registering the resale of the Shares;

	 	 	 
	 	d. 	
      The Purchaser is not relying on the Company or any of its
      representatives with respect to tax or other economic or suitability
      considerations involved in its decision to make the purchase of the Shares
      and is fully aware of the risks associated with its purchase of the
      Shares.

	 	 	 
	 	e. 	
      If the Purchaser is a corporation, partnership, trust,
      estate or other entity other than a natural person, (A) it is duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of organization; (B) the execution and delivery by it of this
      Agreement and completion by it of the purchase of the Shares are within
      its powers, have been duly authorized by all necessary action on its
      behalf, and require no filing with, or action by, or in respect of any
      governmental body, agency or official; and (C) each person signing this
      Agreement on behalf of the Purchaser has been duly authorized by the
      Purchaser for the purpose.

	 	 	 
	 	f. 	
      The execution and delivery of this Agreement by the
      Purchaser and the completion by it of the purchase of the Shares do not
      contravene or constitute a default under any provision of any applicable
      law or regulation, Purchaser's certificate of incorporation or other
      organizational documents, if applicable, or any other agreement, judgment,
      injunction, order, decree or other instrument binding on the Purchaser or
      any of its property.

	 	 	 
	 	g. 	
      The Purchaser is not purchasing any of the Shares as a
      result of or in connection with any activity that would constitute
      "directed selling efforts" (within the meaning given that term in
      Regulation S) in the United States and the Purchaser will not undertake
      any such "directed selling efforts" in connection with the Shares in the
      future.








	 	h. 	
      The Purchaser is acquiring the Shares for investment for
      his, her or its own account and will sell the Shares via a broker/dealer
      once an exemption is available or the Shares have been
  registered.

	 	 	 
	 	i. 	
      I understand that all documents, records and books
      pertaining to this investment have been made available by the Company for
      inspection by me or my attorney, accountant or Purchaser Representative. I
      am familiar with the Company’s business objectives and the financial
      arrangements in connection therewith and I believe that the Shares I am
      purchasing are the kind of securities that I wish to hold for investment
      and that the nature and amount of the Shares are consistent with my
      investment program. I and my advisor(s) have had a reasonable opportunity
      to ask questions of and receive answers from the Company concerning the
      Company and the Shares and all such questions have been answered to my
      full satisfaction. I, or my representatives, have made such investigation
      of the facts and circumstances regarding my purchase of the Shares as I
      have deemed necessary.

	 	 	 
	 	j. 	
      Subject to the terms and conditions hereof, the Purchaser
      hereby irrevocably tenders this Subscription Agreement for the purchase of
      the number of Shares indicated herein. Payment of US $<> accompanies
      the delivery of this Subscription Agreement for the purchase of <>
      Units at approximately US $<> per Unit. If the subscription is not
      accepted for any reason whatsoever, the Purchaser’s money will be returned
      in full, without interest thereon or deduction therefrom, and the Company
      will be relieved of any responsibility or liability which might be deemed
      to arise out of my offer to subscribe for the Units.

	 	 	 
	 	k. 	
      The Purchaser understands that no federal or state agency
      has passed on or made any recommendation or endorsement of the
    Shares.

	 	 	 
	 	l. 	
      The Purchaser hereby indemnifies and holds the Company,
      and its officers, directors and agents harmless from and against any
      damages, including reasonable attorney's fees, that result from or arise
      out of any misrepresentations or violation of this Agreement by the
      Purchaser.

	 	 	 
	 	m. 	
      The Purchaser represents prior to the purchase of the
      Shares sold hereby that the Purchaser is not the beneficial owner of any
      Shares of the Company.

	 	 	 
	 	n. 	
      The Purchaser understands and acknowledges that he, she
      or it does not have the right to require registration of the resale of the
      Shares under the Act or under any state securities
laws.








	4. 	
      Representations and Warranties of the Company. The
      Company represents and warrants to, and agrees with, the Purchaser
      that:

	 	 	 	 
		a. 	
      The Company has been duly incorporated and validly exists
      as a corporation in good standing under the laws of the State of
      Nevada.

	 	 	 	 
		b. 	
      This agreement has been duly authorized, executed and
      delivered by the Comp!ny and is a valid and binding agreemeft enforceable
      in accordance with its terls, subject to bankruptcy, insolvency,
      fraudulent transfer, seorganization, moratorium and similar laws of
      general applicability relating to or affecting creditors' rights generally
      and to general princitles of equity; and the Company has full corporate
      power and authority necessary to enter into tHis Agreement and to perform
      its obligations her%under.

	 	 	 	 
		c. 	
      Neither the sale of the Shares pursuant to, nor the
      performance of its"obligations under, this Agreement by the Company will
      violate, conflict with, result in a breach of, or constitute a default (or
      an event which with the giving of notice or the lapse of time or both
      would be reasonably likely to constitute a default) under the articles of
      incorporation of the Company.

	 	 	 	 
		d. 	
      The Shares:

	 	 	 	 
			(i) 	
      are being issued free and clear of any security interest,
      liens, claims or other encumbrances;

	 	 	 	 
			(ii) 	
      have been duly and validly authorized and when issued,
      delivered and paid for in the manner set forth in this Agreement, will be
      duly and validly issued, fully paid and non-assessable;

	 	 	 	 
			(iii) 	
      will not have been, individually and collectively, issued
      or sold in violation of any pre-emptive or other similar rights of the
      holder of any securities of the Company; and

	 	 	 	 
			(iv) 	
      will not subject the holders thereof to personal
      liability by reason of being such holders.

	 	 	 	 
		f. 	
      Except as provided in paragraph herein, the Company has
      not issued, and after the Closing Date will not issue, any stop transfer
      order impeding the sale and delivery of the
Shares.








	 	g. 	
      With respect to the Shares offered:

	 	 	 	 
	 		(i) 	
      the Company has not offered the Shares to any person in
      the United States or to any "U.S. person" as that term is defined in
      Regulation S;

	 	 	 	 
	 		(ii) 	
      at the time the buy order was originated, the Company
      and/or its agent reasonably believed the Purchaser was outside of the
      United States and was not a "U.S. person;"

	 	 	 	 
	 		(iii) 	
      the Company and/or its agents reasonably believe that the
      transaction has not been pre-arranged with a purchaser in the United
      States; and

	 	 	 	 
	 		(iv) 	
      pursuant to this Agreement, the Company will refuse to
      register any transfer of the Shares not made in accordance with the
      provisions of Regulation S, pursuant to a registration under the 1933 Act,
      or pursuant to an available exemption from registration, provided however,
      that if the Shares are in bearer form or foreign law prevents the Company
      from making such refusal, the Company will implement other reasonable
      procedures (such as placing a legend on the transferred Shares) to prevent
      any subsequent transfer of the Shares not made in accordance with
      Regulation S.

	 	 	 	 
	 	h. 	
      In regard to this transaction, the Company has not
      conducted any "directed selling efforts" as that term is defined in Rule
      902 of Regulation S nor has the Company conducted any general solicitation
      relating to the offer and sale of the Shares to persons resident within
      the United States or elsewhere. No underwriters or distributing agents
      have been involved or in any way connected with this
transaction.

	 	 	 	 
	 	i. 	
      The Company hereby indemnifies and holds the Purchaser
      harmless from and against any and all damages including reasonable
      attorney's fees that result from or arise out of any misrepresentations or
      violations of this Agreement by the Company.




	5. 	
      Closing Date. The date of closing of the sale of
      the Shares (the "Closing Date") shall be at the earliest mutually
      acceptable date.

	 	 	 
	6. 	
      Conditions to the Company's Obligation to Sell Shares.
      The Purchaser understands that the Company's obligation to sell the
      Shares is conditioned upon:

	 	 	 
		a. 	
      The receipt and acceptance by the Company of a
      satisfactory subscription agreement; and








	 	b. 	
      Delivery by the Purchaser to the Company of good funds as
      set forth in this Agreement.




	7. 	
      Conditions to the Purchaser's Obligation to Purchase
      Shares. The Company understands that the Purchaser's obligation to
      purchase the Shares is conditioned upon delivery of the securities
      comprising the Shares with appropriate instructions to the transfer agent
      as described herein.

	 	 
	8. 	
      Survival of Representations and Warranties. The
      representations, warranties, acknowledgements and agreements of the
      parties to this Agreement shall survive the offering and purchase of the
      Shares.

	 	 
	9. 	
      Waiver, Amendment and Termination. Neither this
      Agreement nor any provision hereof shall be modified, waived, changed,
      discharged or terminated except by an instrument in writing signed by the
      parties or, in the case of a waiver, by the party granting it.

	 	 
	10. 	
      Notices. All notices or other communications
      required or permitted to be given pursuant to this Agreement shall be
      given by telex or cable or by notice in writing, hand-delivered or sent by
      facsimile transmission, or by airmail, postage prepaid. All such notices
      shall be sent to the Company and the Purchaser at the addresses specified
      herein, or to such other address as the intended recipient of the notice
      may have last specified by notice to the other parties. All such notices
      shall be effective upon receipt.




	 	Notice to the Company: 	Star Resorts Development Inc.
  
	 	  	701 Brickell Avenue 
	 	 	Suite 1550 
	 	  	Miami, FL, 33131 
	 	  	Tel (305) 728 5254 – Fax (305)
      728 5288 
	 	  	  
	 	Notice to Purchaser: 	Banque SCS Alliance SA 
	 	  	Route de Chancy 6B 
	 	  	Case Postal 64 
	 	  	CH 12111 – Geneva 8 
	 	 	Switzerland
  



	11. 	
      Successors and Assigns: Nonassignability. Except
      as otherwise provided herein, this Agreement and all the terms and
      provisions hereof shall be binding upon and inure to the benefit of the
      parties and their respective successors, assigns by law, trustees and
      legal representatives. The parties’ respective interests under this
      Agreement are not transferable and any purported transfer in violation of
      this provision shall be void.








	12. 	
      Counterparts; Entire Agreement. This Agreement may
      be executed in counterpart copies, each of which shall be considered an
      original. This Agreement contains the entire agreement of the parties
      relating to the subject matter hereof.

	 	 
	13. 	
      Applicable Law; Jurisdiction. THIS SUBSCRIPTION
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF FLORIDA WITHOUT REFERENCE TO ITS CHOICE OF LAW PRINCIPLES.
      Any action or proceeding relating to this Agreement may be brought and
      enforced in the courts of the State of Texas and each of the parties
      irrevocably submits to the nonexclusive jurisdiction of each court in
      respect of any such action or proceeding.

	 	 
	14. 	
      Purchaser Certification. The Purchaser hereby
      acknowledges that the Company and its counsel will rely upon the
      representations contained herein in issuing the Securities comprising the
      Shares and rendering appropriate legal opinions in connection with such
      issuance pursuant to Regulation S and hereby certifies that the
      representations of the Purchaser contained herein are true and correct and
      may be relied upon in rendering such opinions and
  instructions.



[Remainder of page intentionally left blank] 




IN WITNESS WHEREOF, this Offshore Securities Subscription
Agreement is duly executed and delivered on the date first above set forth. 

PURCHASER: 

Banque SCS Alliance SA 

Signature: 


Printed Name: C. Marechal

                         
M. Bringold 

Address:

               
Route de Chancy
6B 
               
Case Postal
64 
               
CH 12111 – Geneva
8 
               
Switzerland 

Country of Organization or

Residence: Switzerland 

Title, if applicable: Senior VP,
Deputy VP 

Units Subscribed For:
______________

Purchase Price Delivered:
___________

Subscription Accepted By: 

STAR RESORTS DEVELOPMENT INC. 

By: 
 __________________________

           ENRIQUE ABAROA

           Chief
Financial Officer

Date: