Exhibit
      10.12 Consultancy Agreement of Cristiano Germinario

    


    AGREEMENT

    


    This
      Agreement is entered into and is effective this 01 day of March, 2007 by and
      between Cristiano Germinario, having his principal place of business at 33
      Whitehall, 17 Floor, New York City, NY, 10004, and StarInvest Group, Inc.,
      a
      Nevada corporation (the “Company”).

    


    WHEREAS,
      the Company desires to continue to retain Consultant to provide services to
      the
      Company. 

    


    NOW
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements herein contained, the parties hereto do covenant and agree, as
      follows:

     

    1. Retention.
      The Company hereby agrees to continue to retain Consultant to act as the
      ___________ of the Company (the "Services"). Consultant agrees to use his best
      efforts to supply the Services in a professional and diligent manner, and to
      devote as much time and effort as is necessary to perform such Services.


     

    2. Term.
      The
      term of this Agreement (the “Term”) shall be for 1 year commencing as of March
      01, 2007, but the Company may, with or without cause, elect to terminate the
      Agreement by giving five (5) days' written notice. Upon such termination,
      Consultant shall be relieved of any further obligation of performance to the
      Company; provided, however, that notwithstanding the date of termination (a)
      the
      Company shall pay the Consultant for the remainder of the Term (b) all
      obligations of confidentiality, non-disclosure and non-competition will continue
      in full force and effect for one (1) year from the effective date of any
      termination. 

     

    3. Compensation.
      The monthly cash compensation payable to the Consultant is $5,000 for each
      month
      of the Term, payable on a monthly basis. 

     

    4.
       Consultant's
      Non-Disclosure of Information/Non-Competition.

     

    a. The
      Consultant acknowledges that in the course of its engagement he may become
      familiar with trade secrets and other confidential information (collectively,
      "Confidential Information") concerning the Company and Consultant shall hold
      in
      a fiduciary capacity for the benefit of the Company all secret, confidential
      proprietary information, knowledge or data relating to the Company that shall
      have been obtained by the Consultant during its engagement by the Company and
      that shall have not been or now or hereafter have become public knowledge (other
      than by acts by the Consultant or its representatives in violation of this
      Agreement). Consultant agrees that it shall not disclose to any third party
      any
      Confidential Information for any purpose other than the performance of its
      duties under this Agreement. During the Term and at all times thereafter,
      regardless of the reason for the termination of this Agreement, Consultant
      shall
      not, without the prior written consent of the Company or as otherwise may be
      required by law or legal process, communicate or divulge any such information,
      knowledge or data to anyone other than the Company and those designated by
      the
      Company. 

     

    b. Upon
      completion of the Term or earlier termination of this Agreement for any reason,
      Consultant will return to the Company any confidential materials or information
      which the Company may have supplied to the Consultant. Consultant may retain
      a
      copy of such materials or information for Consultant's own due diligence file.
      However, Consultant hereby agrees not to distribute or release such confidential
      materials or information without giving the Company at least five (5) days'
      written notice so that Company shall have the opportunity, at Company's sole
      cost and expense, to move to prevent Consultant's distribution or release of
      the
      confidential material or information.

     

    c. Subject
      to the limitations set forth herein, Consultant agrees that during the Term
      and
      for a period of one year thereafter he shall not directly or indirectly, own,
      manage, control, participate in, consult with, render services for, or in any
      manner engage in any business competing with the business of the Company as
      such
      business exists within any geographical area in which the Company conducts
      its
      business. In addition, Consultant shall not solicit, interfere with or conduct
      business with any vendors, customers or employees of the Company during the
      term
      of this Agreement or for a period of one year after the termination hereof.
      In
      the event the Company breaches any of its duties or obligations under this
      Agreement, the Company agrees that Consultant shall not be bound by the
      provisions of this Agreement, except for the provisions concerning Confidential
      Information. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5. Law.
      This
      Agreement and all matters and issued collateral thereto shall be governed by
      the
      laws and the courts of the State of New York without regard to the principles
      of
      conflicts of laws.

    


    6. Severability.
      If any provision of this Agreement becomes or is found to be illegal or
      unenforceable for any reason, such clause or provision must first be modified
      to
      the extent necessary to make this Agreement legal and enforceable and then
      if
      necessary, second, severed from the remainder of the Agreement to allow the
      remainder of the Agreement to remain in full force and effect.

     

    7.
       Counterparts.
      This Agreement may be executed in several counterparts and by facsimile, and
      all
      of such counterparts taken together shall be deemed to be one
      Agreement.

     

    8. Attorneys'
      Fees. If either party shall commence any action or proceeding against the other
      in order to enforce the provisions hereof, or to recover damages resulting
      from
      the alleged breach of any of the provisions hereof, the prevailing party therein
      shall be entitled to recover all reasonable costs incurred in connection
      therewith, including, but not limited to, reasonable attorneys' fees and
      expenses.

     

    9. Notices.
      Each notice, demand, request, approval or communication ("Notice") which is
      or
      may be required to be given by any party to any other party in connection with
      this Agreement and the transactions contemplated hereby, shall be in writing,
      and given by personal delivery, certified mail, return receipt requested,
      prepaid, or by overnight express mail delivery and properly addressed to the
      party to be served at such address as set forth above. Notices shall be
      effective on the date delivered personally, the next day if delivered by
      overnight express mail or three days after the date mailed by certified
      mail.

     

    10. Entire
      Agreement. This Agreement contains the entire agreement between Consultant
      and
      Company, and correctly sets forth the rights and duties of each of the parties
      to each other concerning such matter as of this date. Any agreement or
      representation concerning the subject matter of this Agreement or the duties
      of
      Consultant in relation to Company not set forth in this Agreement is null and
      void.

     

    11.
       Binding
      Effect. The rights created by this Agreement shall inure to the benefit of,
      and
      the obligations created hereby shall be binding upon the parties, their heirs,
      successors, assigns and personal representatives.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
      year first hereinabove written.

     

    
      	 	 	 	 	 
	
              
  	 	 	
              Cristiano
                Germinario 

            
	 	 	 	 	 
	
              STARINVEST
                GROUP, INC. 

            	 	 	 
	 	 	 	 	 
	By: 	
            	 	 	
            
	 

              Name:

            	
              

            	 	 	
            
	
              Title: