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
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US$ 40,000
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December 10th, 2008
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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.
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This Note shall be subject to the
following additional terms and conditions:
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1.
Payments . Subject to prior conversion or acceleration, all
principal due hereunder shall be payable in one (1) installment on
December 10 th , 2010 (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 January 10 th , 2008.
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.
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a)
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The term "Closing Price" shall mean,
on any particular date:
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(i)
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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
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(ii)
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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
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(iii)
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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
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