Filed by Automated Filing Services Inc. (604) 609-0244 - Star Resorts Development Inc. - Exhibit 10.2






THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID 
AT
4:30 P.M. (EASTERN TIME) ON _______________. 

SHARE PURCHASE WARRANTS 
TO PURCHASE COMMON SHARES OF

STAR RESORTS DEVELOPMENT INC. 

incorporated in the State of Nevada 

                        
THIS COMMON SHARE PURCHASE WARRANT CERTIFICATE (“WARRANT CERTIFICATE”) CERTIFIES
THAT Banque SCS Alliance SA, (the “Holder”) of Route de Chancy 6B, Case
Postal 64, CH 12111 Geneva 8, Switzerland, has the right to purchase, upon and
subject to the terms and conditions hereinafter referred to, up to
__________ fully paid and non-assessable common shares (the “Shares”) in
the capital of Star Resorts Development Inc. (hereinafter called the “Company”)
on or before 4:30 p.m. (Eastern Time) on _______________ (the “Expiry Date”) at
a price per Share (the “Exercise Price”) of US$_____ on the terms and conditions
attached hereto as Appendix “A” (the “Terms and Conditions”). 

	1. 	
      ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
      PURCHASE ONE SHARE. THIS WARRANT CERTIFICATE REPRESENTS __________
      WARRANTS.

	 	 
	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Warrant Holder may exercise the right to purchase
      Shares only in accordance with those Terms and Conditions.

	 	 
	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder hereof or any other person to
      subscribe for or purchase any Shares at any time subsequent to the Expiry
      Date, and from and after such time, this Warrant and all rights hereunder
      will be void and of no value.



                        
IN WITNESS WHEREOF the Company has executed this Warrant Certificate this _____
day of _______________. 

STAR RESORTS DEVELOPMENT INC. 


Per:   ____________________________________________
         
Authorized Signatory 




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PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS
FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS: 


  
    
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
        AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
        HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
        OF 1933, AS AMENDED (THE "1933 ACT").

      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
        UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
        REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
        UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S
        UNDER THE 1933 ACT.

    

  






APPENDIX “A” 

TERMS AND CONDITIONS dated _______________ , attached to the
Warrants issued by Star Resorts Development Inc. 

1.                        INTERPRETATION


1.1                       Definitions


In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith: 

	 	(a) 	
      “Company” means Star Resorts Development Inc. until a
      successor corporation will have become such as a result of consolidation,
      amalgamation or merger with or into any other corporation or corporations,
      or as a result of the conveyance or transfer of all or substantially all
      of the properties and estates of the Company as an entirety to any other
      corporation and thereafter “Company” will mean such successor
      corporation;

	 	 	 
	 	(b) 	
      “Company’s Auditors” means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(c) 	
      “Director” means a director of the Company for the time
      being, and reference, without more, to action by the directors means
      action by the directors of the Company as a Board, or whenever duly
      empowered, action by an executive committee of the Board;

	 	 	 
	 	(d) 	
      “herein”, “hereby” and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression “Article” and “Section,” followed by a number
      refer to the specified Article or Section of these Terms and
      Conditions;

	 	 	 
	 	(e) 	
      “person” means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(f) 	
      “shares” means the common shares in the capital of the
      Company as constituted at the date hereof and any shares resulting from
      any subdivision or consolidation of the shares;

	 	 	 
	 	(g) 	
      “Warrant Holders” or “Holders” means the holders of the
      Warrants; and

	 	 	 
	 	(h) 	
      “Warrants” means the warrants of the Company issued and
      presently authorized and for the time being
outstanding.



1.2                      
Gender 

Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders. 

1.3                      
Interpretation not affected by Headings 

The division of these Terms and Conditions into Articles and
Sections, and the insertion of headings are for convenience of reference only
and will not affect the construction or interpretation thereof. 

1.4                      
Applicable Law 

The Warrants will be construed in accordance with the laws of
the State of Nevada. 




- 2 - 

2.                       
 ISSUE OF WARRANTS 

2.1                       Additional
Warrants 

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase shares of its
capital stock. 

2.2                       Warrant
to Rank Pari Passu 

All Warrants and additional warrants, options or similar rights
to purchase shares from time to time issued or granted by the Company, will rank
pari passu whatever may be the actual dates of issue or grant thereof, or
of the dates of the certificates by which they are evidenced. 

2.3                       Issue
in substitution for Lost Warrants 

	 	(a) 	
      In case a Warrant becomes mutilated, lost, destroyed or
      stolen, the Company, at its discretion, may issue and deliver a new
      Warrant of like date and tenor as the one mutilated, lost, destroyed or
      stolen, in exchange for and in place of and upon cancellation of such
      mutilated Warrant, or in lieu of, and in substitution for such lost,
      destroyed or stolen Warrant and the substituted Warrant will be entitled
      to the benefit hereof and rank equally in accordance with its terms with
      all other Warrants issued or to be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant pursuant
      hereto will bear the cost of the issue thereof and in case of loss,
      destruction or theft furnish to the Company such evidence of ownership and
      of loss, destruction, or theft of the Warrant so lost, destroyed or stolen
      as will be satisfactory to the Company in its discretion and such
      applicant may also be required to furnish indemnity in amount and form
      satisfactory to the Company in its discretion, and will pay the reasonable
      charges of the Company in connection therewith.



2.4                       Warrant
Holder Not a Shareholder 

The holding of a Warrant will not constitute the Holder thereof
a shareholder of the Company, nor entitle him to any right or interest in
respect thereof except as in the Warrant expressly provided. 

3.                        
NOTICE 

3.1                       Notice
to Warrant Holders 

Any notice required or permitted to be given to the Holders
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Holder appearing on the Holder’s
Warrant or to such other address as any Holder may specify by notice in writing
to the Company, and any such notice will be deemed to have been given and
received by the Holder to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on delivery; but if
at the time or mailing or between the time of mailing and the third business day
thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually
delivered. 




- 3 - 

3.2                      
Notice to the Company 

Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission,
or, if delivered, on delivery; but if at the time or mailing or between the time
of mailing and the third business day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered: 

                            
Star Resorts Development
Inc. 
                            
1221 Brickell Avenue, 9th
Floor 
                            
Miami FL 33131 

                            
Attention: Enrique Abaroa Martinez 

                            
Fax No. (305) 432-2363 

                            
with a copy to: 

                            
Clark Wilson
LLP 
                            
Barristers and
Solicitors 
                            
800 – 885 West Georgia
Street 
                            
Vancouver, British
Columbia 
                            
Canada V6C 3H1 

                            
Attention: Bernard Pinsky 

                            
Fax: (604) 687-6314 

4.                       
 EXERCISE OF WARRANTS 

4.1                      
Method of Exercise of Warrants 

The right to purchase shares conferred by the Warrants may be
exercised by the Holder surrendering the Warrant Certificate representing same,
with a duly completed and executed subscription in the form attached hereto and
a bank draft or certified cheque payable to or to the order of the Company, in
Miami, Florida, for the purchase price applicable at the time of surrender in
respect of the shares subscribed for in lawful money of the United States of
America, to the Company at the address set forth in, or from time to time
specified by the Company pursuant to, Section 3.2. 

4.2                      
Effect of Exercise of Warrants 

	 	(a) 	
      Upon surrender and payment as aforesaid the shares so
      subscribed for will be deemed to have been issued and such person or
      persons will be deemed to have become the Holder or Holders of record of
      such shares on the date of such surrender and payment, and such shares
      will be issued at the subscription price in effect on the date of such
      surrender and payment.

	 	 	 
	 	(b) 	
      Within ten business days after surrender and payment as
      aforesaid, the Company will forthwith cause to be delivered to the person
      or persons in whose name or names the shares so subscribed for are to be
      issued as specified in such subscription or mailed to him or them at his
      or their respective addresses specified in such subscription, a
      certificate or certificates for the appropriate number of shares not
      exceeding those which the Warrant Holder is entitled to purchase pursuant
      to the Warrant surrendered.







- 4 - 

4.3                       
Subscription for Less Than Entitlement 

The Holder of any Warrant may subscribe for and purchase a
number of shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of shares
less than the number which can be purchased pursuant to a Warrant, the Holder
thereof upon exercise thereof will in addition be entitled to receive a new
Warrant in respect of the balance of the shares which he was entitled to
purchase pursuant to the surrendered Warrant and which were not then purchased.


4.4                       
Warrants for Fractions of Shares 

To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such shares. 

4.5                       
Expiration of Warrants 

After the expiration of the period within which a Warrant is
exercisable, all rights thereunder will wholly cease and terminate and such
Warrant will be void and of no effect. 

4.6                       
Time of Essence Time will be of the essence hereof. 

4.7                       
Subscription Price 

Each Warrant is exercisable at a price per share (the “Exercise
Price”) of US$_____. One (1) Warrant and the Exercise Price are required to
subscribe for each share during the term of the Warrants. 

4.8                       
Adjustment of Exercise Price 

	 	(a) 	
      The Exercise Price and the number of shares deliverable
      upon the exercise of the Warrants will be subject to adjustment in the
      event and in the manner following:

	 	 	 	 
	 		(i) 	
      If and whenever the shares at any time outstanding are
      subdivided into a greater or consolidated into a lesser number of shares
      the Exercise Price will be decreased or increased proportionately as the
      case may be; upon any such subdivision or consolidation the number of
      shares deliverable upon the exercise of the Warrants will be increased or
      decreased proportionately as the case may be.

	 	 	 	 
	 		(ii) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in the case of the
      consolidation, merger or amalgamation of the Company with or into any
      other Company (hereinafter collectively referred to as a
      “Reorganization”), each Warrant will after such Reorganization confer the
      right to purchase the number of shares or other securities of the Company
      (or of the Company’s resulting from such Reorganization) which the Warrant
      Holder would have been entitled to upon Reorganization if the Warrant
      Holder had been a shareholder at the time of such
Reorganization.

	 	 	 	 
	 			
      In any such case, if necessary, appropriate adjustments
      will be made in the application of the provisions of this Article Four
      relating to the rights and interest thereafter of the Holders of the
      Warrants so that the provisions of this Article Four will be made
      applicable as nearly as reasonably possible to any shares or other
      securities deliverable after the Reorganization on the exercise of the
      Warrants.







- 5 - 

The subdivision or consolidation of
shares at any time outstanding into a greater or lesser number of shares
(whether with or without par value) will not be deemed to be a Reorganization
for the purposes of this clause 4.8(a)(ii) . 

	 	(b) 	
      The adjustments provided for in this Section 4.8 are
      cumulative and will become effective immediately after the record date or,
      if no record date is fixed, the effective date of the event which results
      in such adjustments.



4.9                       
Determination of Adjustments 

If any questions will at any time arise with respect to the
Exercise Price or any adjustment provided for in Section 4.8 of this Warrant
Certificate, such questions will be conclusively determined by the Company’s
Auditors, or, if they decline to so act any other firm of certified public
accountants in the United States of America that the Company may designate and
who will have access to all appropriate records and such determination will be
binding upon the Company and the Holders of the Warrants. 

5.                         
COVENANTS BY THE COMPANY 

5.1                       
Reservation of Shares 

The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of shares to satisfy the rights of
purchase provided for herein and in the Warrants should the Holders of all the
Warrants from time to time outstanding determine to exercise such rights in
respect of all shares which they are or may be entitled to purchase pursuant
thereto and hereto. 

6.                         
WAIVER OF CERTAIN RIGHTS 

6.1                       
Immunity of Shareholders, etc. 

The Warrant Holder, as part of the consideration for the issue
of the Warrants, waives and will not have any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, Director or Officer (as such) of the Company
for the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the Warrant.


7.                         
MODIFICATION OF TERMS, MERGER, SUCCESSORS 

7.1                       
Modification of Terms and Conditions for Certain Purposes 

From time to time the Company may, subject to the provisions of
these presents, modify the Terms and Conditions hereof, for the purpose of
correction or rectification of any ambiguities, defective provisions, errors or
omissions herein. 

7.2                       
Warrants Not Transferable 

The Warrant and all rights attached to it are not transferable.





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DATED as of the date first above written in these Terms and
Conditions. 

STAR RESORTS DEVELOPMENT INC.



By:        
__________________________________________
               Authorized
Signatory 




FORM OF SUBSCRIPTION 

	TO: 	Star Resorts Development Inc. 
	  	1221 Brickell Avenue, 9th Floor 
	  	Miami FL 33131 


The undersigned Holder of the within Warrants hereby subscribes
for ____________ common shares (the “Shares”) of Star Resorts Development Inc.
(the “Company) pursuant to the within Warrants at US$_____ per Share on the
terms specified in the said Warrants. This subscription is accompanied by a
certified cheque or bank draft payable to or to the order of the Company for the
whole amount of the purchase price of the Shares. 

The undersigned Holder hereby certifies that the undersigned is
not a U.S. person and is not subscribing for the Shares on Behalf of a U.S.
person. 

The undersigned hereby directs that the Shares be registered as
follows: 

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	NUMBER OF SHARES 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	TOTAL: 	 	 
    


(Please print full name in which share certificates are to be
issued, stating whether Mr., Mrs. or Miss is applicable). 

DATED this ________ day of __________________, ______. 

In the presence of: 

	 	 	 
	Signature of Witness 	 	Signature of Warrant Holder



Please print below your name and address in full. 

	Name (Mr./Mrs./Miss) 	 	 
	 	 	 
	Address 	 	 
	 	 	 
	 	 	 


INSTRUCTIONS FOR SUBSCRIPTION 

The signature to the subscription must correspond in every
particular with the name written upon the face of the Warrant without alteration
or enlargement or any change whatever. If there is more than one subscriber, all
must sign. 

In the case of persons signing by agent or attorney or by
personal representative(s), the authority of such agent, attorney or
representative(s) to sign must be proven to the satisfaction of the Company.


If the Warrant certificate and the form of subscription are
being forwarded by mail, registered mail must be employed.