Exhibit 10.7


 


	
  Tower
  Finance, Ltd.

  	
   

  	
  Stephen-R.-Barker, Consultant

  
	
  49169
  Lake Avenue, McGregor, MN 55760

  	
   

  	
  MN-218-426-3799

  
	
  PO Box 1078, Bristol, RI 02809

  	
   

  	
  Fax-MN-218-426-0029

  
	
  towerfin@frontiernet.net

  	
   

  	
  Nationwide-Cell-612-599-5871

  



 


December 8, 2004


 


Marc P. Flores


President and C.E.O.


MedicalCV, Inc.


9725 South Robert Trail


Inver Grove Heights, MN 55077


 


Re:                               Finder Agreement


 


This letter is to formalize the introducing agreement between MedicalCV, Inc.
(“the Company”) and Tower Finance, Ltd. (“Tower”) with respect to both a Bridge
Loan (“Bridge”) and a private placement of equity (the “Placement”).  The Placement will involve the sale of the
Company’s common stock and or common stock units to be sold to accredited
investors.  Registration rights for the
common stock or common stock units will be in the form of a SB-2.  It is Tower’s intention to assist the Company
to identify and introduce potential purchasers of a $2.5 to $4 million Bridge
before the end of the year.  Tower will
be the exclusive Finder to assist the Company with the Bridge.  The Company may engage one or more
broker-dealers to sell the Placement.


 


The principal elements of the consulting project are as follows:


 


•                                          The Company will pay Tower’s reasonable
expenses associated with the deal.  Expenses
will include travel and may include airline tickets, cab fair, hotel, car
rental, gas, parking, meals, etc, while traveling.  Tower will furnish receipts or will have the
Company pay for the expense directly.  No
expenses in excess of $1,000 per month will be incurred without the prior
written authorization of the Company.


 


•                                          The principal responsibility of Tower
shall be to introduce to the Company prospective investors with whom Tower has
an existing business relationship for the Bridge and Placement.  Tower will make no general solicitation or
endorsement of the Company’s securities, nor will it produce or distribute
sales materials.  The Company will
conduct all negotiations with the investors and reserves the right to approve
the terms of the Placement and, in its sole discretion, to accept or reject
offers to purchase its securities.  The
Company will deliver any informational or offering materials to Tower’s
contacts.  Tower will forward to the
Company all


 





















 


questions from investors.  Tower will not discuss with prospective
investors the advantages of investing in the Company or take part in
negotiations.  All subscription
agreements and funds shall be delivered by investors directly to the Company.  The Company reserves the right to accept or reject
any offer presented to the Company.


 


•                                          The Company agrees to pay Tower a finder’s
fee of $200,000 to $320,000 when the Company has successfully completed the
Bridge of $2.5 to $4 million of the Company’s securities with institutional
investors introduced to the Company by Tower. 
If the Bridge is a convertible debt obligation or includes warrants, the
conversion of debt or exercise of warrants will not obligate the Company to pay
additional fees or warrants to Tower. 
The Company will pay Tower 8% of funds raised for the successful
completion of the Placement with investors introduced to the Company by
Tower.  In the event that the Company and
Tower decide to more or less than the amount, the finder’s fee will be
renegotiated to be of similar value to the equity raised.  In the event brokerage firms are engaged by
the Company to complete a portion of the Placement, the finder’s fee will be
proportionately lowered by the amount completed by the other firms.  Any non-accountable expenses charged by the
other firms will not lower Tower’s fee.


 


•                                          Upon closing the Bridge or the Placement
with investors introduced by Tower, the Company agrees to issue Tower a
five-year warrant to purchase the Company’s common stock.  The exercise price will be 125% of the Bridge
conversion price for common stock and 125% of the Placement price for common
stock purchased by accredited investors Tower introduces to the Placement.  The warrant will be for the purchase of a
number of shares equal 8% of the total possible shares issuable to
Tower-introduced purchasers.  The warrant
will not have anti-dilution provisions, but will have a cashless exercise
provision.  The underlying shares will
have the registration rights receive by the participants in the Placement.


 


•                                          The Company represents that no person or
entity other that Tower is entitled to any compensation or other payments from
the Company as a finder in connection with the Bridge.  The Company agrees to promptly notify Tower
if any broker or dealer is engaged by the Company in connection with the
Placement.  Further, the Company agrees
to promptly notify Tower of any changes, developments or possible events, which
it reasonably believes, have or could be perceived to have a material adverse
impact on the Company.  Both parties
agree to exercise good faith and their best efforts in dealing with each other
and in attempting to complete the Placement.


 


•                                          Either Tower or the Company may terminate
this agreement upon 10 days prior written notice to the other; provided,
however, that neither party may terminate this Agreement prior to December 31, 2003. 
This letter supercedes all prior agreements with Tower.


 


•                                          Notwithstanding such termination, the
Company shall pay Tower 50% of the finder’s fees contemplated by the terms of
the agreement if, within six months following termination, it sells its
securities to investors introduced to the Company by Tower.  The list of investors to be covered by this
paragraph will be named on Schedule A


 





















 


and supplied to the Company when the notice of
termination is given.  Schedule A
shall be subject to review and approval by the Company.  The list may only include investors to whom
Tower has made a substantive contact and with whom the Company has had
discussions and may not, without your consent, include current investors,
officers or directors of the Company.


 


•                                          Tower will comply with all applicable
federal and state laws pertaining to its business.  Tower is not an agent or employee of the
Company and shall have no authority to bind the Company.


 


Very truly yours,


 


 


	
   

  	
  /s/ Stephen R. Barker

  	
   

  
	
   

  	
  Stephen R. Barker

  	
   

  
	
   

  	
  Tower Finance, Ltd.

  	
  Agreed to and accepted on December 10, 2004 *

  
	
   

  	
   

  
	
   

  	
  MedicalCV, Inc.

  
	
   

  	
  For the Company
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Lawrence L.
  Horsch

  	
   

  
	
   

  	
  By:

  	
  Lawrence L.
  Horsch,

  
	
   

  	
   

  	
  Chairman of the
  Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Marc P.
  Flores

  	
   

  
	
   

  	
  By:

  	
  Marc P. Flores,

  
	
   

  	
   

  	
  President and
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John H.
  Jungbauer

  	
   

  
	
   

  	
  By:

  	
  John H. Jungbauer,

  
	
   

  	
   

  	
  Vice President, Finance and CFO

  
										



 










	
   

  	
  * Subject to
  MedicalCV, Inc. Board of Directors’ approval.