EXHIBIT 10-2
FINDER'S FEE AGREEMENT
BETWEEN
MEDIAN INTERNATIOANL CORP.
AND
DAVID SIDOO
DATED
MARCH 8, 2005
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FINDER'S FEE AGREEMENT
THIS AGREEMENT made as of March 8,
2005.
BETWEEN:
MEDINA INTERNATIONAL
CORP. a Nevada corporation having an
office at 1305 - 1090 West Georgia Street Vancouver, BC, V6E
3V7
("Medina")
AND:
DAVID SIDOO,
a businessman having an office at 1729
Acadia
Road, Vancouver, BC V6T 1R2
("Finder")
A.
Finder is able to introduce certain potential financiers or acquirers
directly or indirectly to Medina;
B. The
parties have agreed to the payment by
Medina 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 4
hereof;
(b)
"Financier" is a person who completes a Financing with Medina;
(c)
"Financing" means any of the following transactions involving
Medina made or arranged by or through the efforts of any party
introduced directly or indirectly by Finder, including:
(i) any
acquisition,
disposition or equity investment of
a portion or an interest in Medina;
(ii)
any loan or other credit transaction involving Medina
which could be
reasonably interpreted
under common
language usage as a financing; or
(iii)
acquisition by
or of a publicly listed company
(Pubco) on any
stock exchange or public trading
market.
(d) "Term" has
the meaning assigned thereto in Section 2 hereof.
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2. This
Agreement will commence as of the date first
above written and
will continue
in full force and effect for a period of 6 months
thereafter (the
"Term").
3.
Finder agrees
to introduce Medina and its business to potential
Financiers who, in Finder's opinion, may be interested in providing
a
Financing to Medina.
4.
Medina hereby
agrees to pay to
Finder a finder's fee
(the "Finder's
Fee") equal
to ten percent (10%) percent in cash of any amounts
received by
Medina as proceeds in connection with any Financing
consummated by
Medina at any time
with any Financier
introduced
to
Medina by Finder,
provided that such
introduction was made during the
Term. The Finder's Fee is payable
notwithstanding
any other fees or
commissions payable by
Medina or its shareholders to other parties who
may arrange such Financing. Medina has the sole discretion
whether to
consummate any Financing on terms acceptable to it.
5.
Medina will pay the Finder's Fee immediately upon receipt of proceeds
from the closing of a Financing for which a Finder's Fee is
payable. In
the event that any such Financing is carried out in stages,
or paid in
stages, Medina
will advance the Finder's Fee in portions which
correspond to
the stages of payments received by Medina or its
shareholders.
6.
Notw
