MEDINA INTERNATIONAL CORP
FINDER'S FEE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10-2.txt
<DESCRIPTION>FINDER'S FEE AGREEMENT
<TEXT>



                                  EXHIBIT 10-2

                             FINDER'S FEE AGREEMENT

                                    BETWEEN

                           MEDIAN INTERNATIOANL CORP.

                                      AND

                                  DAVID SIDOO

                                     DATED

                                 MARCH 8, 2005







<PAGE>



                             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.



<PAGE>
                                      -2-


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.       Notwithstanding anything else in this Agreement, Medina shall be liable
         to pay the Finder's Fee only in the event that a Financing is completed
         to one or more of the  contacts  listed by Finder and agreed in advance
         of  investment  by the  Finder  and  Medina  jointly.  The list will be
         limited  to  those   contacts  as  Medina  has  accepted  in  its  sole
         discretion.  Any approved  potential  Financier may choose to conduct a
         Financing  through  a related  entity  or  person  and in such case the
         Finder's Fee will still be payable.

7.       In carrying out its duties hereunder,  Finder will provide to potential
         Financiers  only  information  which has been filed by Medina  with the
         Securities and Exchange Commission (the "Public Record") and such other
         written information that Medina's authorized officers have delivered to
         Finder (the "Additional Information") for the purpose of attracting the
         Financing.  If the Additional  Information is material and has not been
         publicly  disclosed,  Finder will not  disclose it to any party who has
         not signed a Regulation FD Confidentiality  Agreement,  and Finder will
         not  trade  in  securities  of  Medina  while  in  possession  of  such
         undisclosed material information.

8.       Medina will indemnify the Finder from costs, claims and lawsuits Finder
         is   required   to  pay  or  defend   which   arise   from  a  material
         misrepresentation  in Medina's Public Record or Additional  Information
         which Finder relied upon and without  knowing of the  misrepresentation
         provided to Financiers.

9.       This  Agreement and the rights,  duties,  and  obligations of any party
         hereunder  will not be assigned by any party  hereto  without the prior
         written  consent of the other,  which consent will not be  unreasonably
         withheld.

10.      There are no representations,  warranties,  collateral  agreements,  or
         conditions except as herein specified.

11.      This  Agreement  will enure to the  benefit of and be binding  upon the
         parties  and  their  respective   heirs,   executors,   administrators,
         successors, and assigns.


<PAGE>

                                      -3-


12.      The parties will execute and deliver all such further documents,  do or
         cause to be done all such  further  acts and things,  and give all such
         further  assurances  as may be  necessary  to give  full  effect to the
         provisions and intent of this Agreement.

13.      This Agreement will be governed by and construed in accordance with the
         law of the Province of British Columbia.

14.      Any notice  required or  permitted to be given to any of the parties to
         this  Agreement  will  be in  writing  and  may  be  given  by  prepaid
         registered post,  electronic  facsimile  transmission or other means of
         electronic  communication  capable of  producing a printed  copy to the
         address of such party first above  stated or such other  address as any
         party may  specify by notice in writing to the other party and any such
         notice  will be deemed to have been given and  received by the party to
         whom it was addressed if mailed, on the third day following the mailing
         thereof,  if  by  facsimile  or  other  electronic  communication,   on
         successful  transmission,  or, if delivered, on delivery; but if at the
         time of mailing or between the time of mailing  and the third  business
         day thereafter there is a strike,  lockout, or other labour disturbance
         affecting postal service, then the notice will not be effectively given
         until actually delivered.

15.      This Agreement may be executed in several  counterparts,  each of which
         will be  deemed  to be an  original  and  all of  which  will  together
         constitute one and the same instrument.

16.      Unless  otherwise  provided,  all dollar  amounts  referred  to in this
         Agreement are in lawful money of the United States of America.

17.      Delivery of an executed copy of this Agreement by electronic  facsimile
         transmission  or other  means of  electronic  communication  capable of
         producing a printed copy will be deemed to be execution and delivery of
         this Agreement as of the date first set forth above.


         IN WITNESS  WHEREOF the parties  hereto have executed this Agreement as
of the date first above written.

MEDINA INTERNATIONAL CORP.

Per:
     /s/ Nick DeMare
     --------------------
     Authorized Signatory


SIGNED, SEALED and DELIVERED by  )
DAVID SIDOO in the presence of:  )
                                 )
/s/ Manjy Sidoo                  )
-------------------------------  )
Signature                        )
                                 )
Mangy Sidoo                      )                    /s/ David Sidoo
-------------------------------  )                    --------------------------
Print Name                       )                    DAVID SIDOO
                                 )
1729 Acadia Road                 )
Vancouver, BC                    )
-------------------------------  )
Address                          )
                                 )
Housewife                        )
-------------------------------  )
Occupation                       )


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</DOCUMENT>
