Exhibit
      10.10

    ASSIGNMENT
      OF INDEBTEDNESS 

    


    Assignment
      of Indebtedness (this “ Assignment “) is executed this 12th
      day
      of
      March 2006, among StarInvest Group, Inc., a Nevada corporation (“Assignor”),
      GoIP Global, Inc., a Nevada corporation (“Debtor”) and Isaac H. Sutton
      (“Assignee”). 

    


    RECITALS:
      

    


    WHEREAS,
      Debtor owes Assignor an aggregate sum of $400,000 as of the date hereof (the
      “Indebtedness”); and 

    


    WHEREAS,
      the parties desire that Assignor assign to Assignee all of Assignor’s right,
      title, and interest in and to the Indebtedness; 

    


    NOW,
      THEREFORE, in consideration of $10.00 and other good and valuable consideration,
      the adequacy, sufficiency and receipt of which are hereby acknowledged, the
      parties hereto agree as follows: 

    


    1.
      Assignor hereby conveys, transfers, and assigns to Assignee all of Assignor’s
      right, title, and interest in and to the Indebtedness, and Assignee hereby
      accepts such assignment from Assignor. Upon execution and delivery hereof,
      Assignor shall have no direct or indirect claims, interests, rights or otherwise
      in the Indebtedness. 

    


    2.
      Assignor hereby covenants that, from time to time after the delivery of this
      instrument, at Assignee’s request and without further consideration, Assignor
      will do, execute, acknowledge, and deliver, or will cause to be done, executed,
      acknowledged and delivered, all and every such further acts, deeds, conveyances,
      transfers, assignments, powers of attorney and assurances as reasonably may
      be
      required more effectively to convey, transfer to and vest in Assignee the
      Indebtedness. 

    


    3.
      This
      Assignment is executed by, acknowledged, and shall be binding upon, Assignor,
      Assignee and Debtor, their successors and assigns, effective as of the date
      hereof. 

    


    4.
      Upon
      execution and delivery of this Assignment, Assignor hereby irrevocably and
      unconditionally releases, and forever discharges Debtor and its employees,
      stockholders, managers, officers, directors, agents, representatives and direct
      and indirect affiliates and their respective successors and assigns, and all
      persons, firms, corporations, and organizations acting on their behalf of and
      from any and all actions, causes of actions, suits, debts, charges, demands,
      complaints, claims, administrative proceedings, liabilities, obligations,
      promises, agreements, controversies, damages and expenses (including but not
      limited to compensatory, punitive or liquidated damages, attorney’s fees and
      other costs and expenses incurred), of any kind or nature whatsoever, whether
      presently known or unknown relating directly or indirectly to the Indebtedness.
      

    


    [remainder
      of page intentionally left blank; signature page to follow] 

     

    IN
      WITNESS WHEREOF, this Assignment Agreement is executed by the undersigned
      parties as of the day and year first set forth above. 

    


    ASSIGNOR:
      

    


    STARINVEST
      GROUP, INC. 

    


    


    By:
      

    
      

    

    Name:
      

    Title:
      

    


    ASSIGNEE:
      

    


    
      
Isaac
      H.
      Sutton 

    


    


    DEBTOR:
      

    


    GOIP
      GLOBAL, INC. 

    


    


    By:
      

    
      

    

    Name:
      

    Title: