FINDER?S FEE AGREEMENT

Fee Agreement

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STAR RESORTS DEVELOPMENT INC. | Star Resorts Development Inc

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Title: FINDER?S FEE AGREEMENT
Governing Law: Florida Date: 9/10/2007

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f -- Converted by S, created by BCL Technologies Inc., for SEC Filing

FINDER’S FEE AGREEMENT

THIS AGREEMENT made as of August 1st, 2007.

BETWEEN:

Star Resorts Development Inc of 1221 Brickell Av. , 9^th Floor, Suite 900, Miami, FL, 33131.

(the “Company”)

AND:

Massimiliano Pozzoni of 9 McGregour Court, Fanshaw St. , London, United Kingdom

(“Finder”)

WHEREAS:

A. Finder has introduced, and is able to further introduce, certain potential financiers directly or indirectly to the Company;

B. The parties have agreed to the payment by the Company to Finder of certain fees respecting the provision of the services if a Financing (as defined below) can be arranged.

NOW THEREFORE this Agreement witnesses that in consideration of the premises and mutual covenants and agreements contained herein, the parties agree as follows:

1.	In this agreement the following terms shall have the following meanings:

	(a)	“Finder’s Fee” has the meaning assigned thereto in Section 3 hereof;

	(b)	“Financier” is a person who completes a Financing with the Company and who must be:

CW1178487.1

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(i)	an “accredited investor” which is defined as a natural person who meets the definition of “Accredited Investor” in Rule 501 of Regulation D of the United States Securities Act of 1933, as amended; or

(ii)	a non-“US Person” or defined in Regulation S of the United States Securities Act of 1933, as amended;

(c)	“Financing” means any debtor or equity investment of a portion or an interest in the Company made or arranged by or through the efforts of any party introduced directly or indirectly by Finder; and

(d)	“Term” has the meaning assigned thereto in Section 2 hereof.

2.	This Agreement will commence as of the date first above written and will continue in full force and effect for a period of 12 months thereafter (the “Term”).

3.	Finder agrees to introduce the Company and its business to potential Financiers who, in Finder’s opinion, may be interested in providing a Financing to the Company.

4.	The Company hereby agrees to pay to Finder a finder’s fee (the “Finder’s Fee”) equal to 3.5% of the gross proceeds in connection with a Fi