|
EXHIBIT 10.3
FINDER'S AGREEMENT
FINDER'S AGREEMENT dated as of February 6, 2007 between
Worldstar Energy
Corporation, a Nevada corporation ("Company"), and _Electro
Motors (BVI)
Limited_ ("Finder").
Witnesseth
WHEREAS, Finder and the Company have agreed that the Finder will
use his best
efforts to source investors to subscribe for up to 22 million
shares of the
Company for $0.25 per share.
NOW, THEREFORE, in consideration of the premise and the mutual
promises and
covenants contained herein and subject specifically to the
conditions hereof,
and intending to be legally bound thereby, the parties agree as
follows:
1. Appointment of Finder
The Company hereby appoints the Finder to assist in sourcing
Investors and the
Finder hereby accepts such appointment subject to the terms of
this Agreement.
2. Finders' Rights and Duties
(a) Finders shall use their best efforts to facilitate
communications
between the Company and possible funding sources.
(b) The Finders' services under this Agreement exclude any
financially
related transactions including activities related to capital
raising or
formation, nor shall the Finders' services hereunder include
any
services that constitute the dering of any legal opinions or
performance
of work that is in the ordinary purview of a Certified Public
Accountant
or Attorney.
3. Compensation in Restricted Shares
In the event that at any time prior to March 31, 2007 the
Company or any of its
affiliates shall enter into any transaction, (including, without
limitation,
any, financing with any party introduced to the Company by the
Finder, directly
or indirectly, during such period, the Finder will be paid a
fee, payable at the
closing thereof, equal to 10% of the amount raised. The payment
shall be made in
Worldstar shares valued at the same price as the financing. The
Finder
acknowledges and agrees that:
(a) the Shares will be subject to the same resale restrictions
as the
Shares issued in the financing and will bear a restrictive
legend;
(b) the Finder represents and agrees that he will be responsible
for all
taxes in connection with the fee and this agreement will be
disclosed
and publicly filed by the Company
<PAGE>
-2-
(c) the Finder represents that he is not a US Person and was in
the
United States wher this Agreement was made.
4. Expenses
The parties to this agreement shall each pay their own expenses
related to this.
financing, including but not limited to travel, communication,
attorneys,
accountants, and' oth
| 
