Exhibit 10.13 to Biodrain Medical, Inc. Form S-1



Exhibit 10.13 


FINDER
AGREEMENT


This Finder Agreement (“Agreement”)
is made and effective March 10, 2008 (“Effective Date”), by and between Thomas Pronesti (“Finder”) and
BioDrain Medical Inc., a
Minnesota corporation (the “Company”). 


Now, therefore, finder and the Company agree as
follows;


1. Services. The Company shall, and and hereby does, grant Finder the non-exclusive right to present,
introduce and/or refer to the Company a limited number of qualified investors
residing in the state of California and other jurisdictions expressly approved in writing by the Company (“Investors”)
who may purchase
shares of the Company’s common stock (“Common Stock”) that are being offered to
the public in a direct offering by the Company (“Public
Offering”) pursuant to à registration
statement filed with the Securities and Exchange Commission (“SEC”) and declared effective
on August 9, 2007. The Company shall affect the sale and shall retain sole
discretion in determining whether or not to
enter into any transaction with any Investor and may accept or reject
any subscription made by any Investor identified by Finder hereunder. This
Agreement shall be non-exclusive as 10
both the Company and Finder.


2. Term. Finder shall provide services to the Company
pursuant to this Agreement for a term commencing on the date of
this Agreement and ending upon termination of This Company’s Public Offering or one year from the date hereof, whichever is
earlier, or unless sooner terminated in accordance with the provisions of
Section 5.


3. Compensation.


          3.1
The Company shall pay Finder a referral fee in cash equal to ten percent (10%)
of the gross proceeds received by the Company from Investors introduced to the
Company through Finder’s direct efforts. Cash referral fees shall be paid upon
receipt of invoice, provided that gross proceeds have cleared into good funds deposited in the designated bank
account of the Company.
Finder may elect to receive all or part of
the cash referral fee in the form of the Company’s restricted Common Stock
based upon the Fair Market Value
of the Common Stock on the date such referral fees shall become due and
payable.


          3.2.
The Company shall also issue to Finder restricted Common Stock of the
Company equal to ten percent (10%) of the gross proceeds received by the Company
from Investors introduced to the Company
through Finder’s direct efforts, based upon the Fair Market Value of the Common Stock on the date
any referral fees shall become due and payable.


          (a)
If the Company prepares 2nd files a registration statement under the Securities
Act of 1933, as amended, (the “Act”) or otherwise registers securities under
the Act as to any of its securities (other than under a registration statement
pursuant to Form S-8 or Form S-4) (each such filing, a “Registration Statement”), it will give written notice by
registered mail, at least 20 days prior to the filing of such Registration
Statement to the Finder of its intention to do so. The Company shall include
all shares of common Stock held by the Finder (the “Registrable
Securities”) in such Registration Statement with respect to which the Company has received written
requests for Inclusion therein within 15 days of actual receipt of the Company’s
notice. The Company shall use its reasonable best efforts to file the Registration Statement as
soon as practicable. The Company shall use its reasonable best efforts to have such Registration Statement declared effective by
the Securities
and Exchange Commission as soon as practicable.


          3.3.
The compensation described in paragraphs 3.1 and 3.2 (above) shall
reflect only compensation for the sale of shares pursuant Company’s Public
Offering and shall not apply to any other type
of financing transaction contemplated by the Company. Finder shall bear all of
Finder’s own expenses incurred in the performance of this Agreement. The
Company shall incur the expense of mailing investment information to
Investors.






          3.4
“FAIR MARKET VALUE” means, as of
any date, the value of
a share of the Company’s Common Stock determined as follows:


          (a) if such Common Stock is publicly traded and is then
listed on a national securites exchange, its closing price on the date of
determination on the principal national securities exchange on which the Common
Stock is listed or admitted to trading;


          (b) if such Common Stock is NASDAQ Capital
Market, its closing price all the Market‚ respectively, on the date of determination
quoted or the NASDAQ National Market or the NASDAQ National Market or the
NASDAQ Capital


          (c)
if such Common Stock is not listed on a national securities exchange or quoted
on the NASDAQ National Market or the NASDAQ Capital Market, but is traded in the
over-the-counter market, the average of the bid and ask prices for a share of
Common Stock on the most recent date on which the Common Stock was publicly traded.


          (d)
if none of the foregoing is applicable, by the Company’s Board of Directors in
good faith.


4. Confidential Information. Finder shall not without the prior written consent of the Company, disclose to anyone any Confidential
Information. “Confidential Information” for the purpose of this Agreement shall include the Company’s proprietary
and confidential information such as, but not limited to, customer lists, business plans marketing
plans, financial Information,
designs, drawing, specifications, models,
software, source codes and object codes. Confidential Information
shall not include any information that: (A) Is disclosed by the Company without restriction, (B) Becomes publicly available through no
act of Finder or (C) Is rightfully received by Finder from a third party.


5. Termination. This Agreement may be terminated by either party at any time for any
reason, by providing the other party with written notification of such
termination. Termination shall
become effective upon the later of the date
of actual receipt of such notice of five (S)
calendar days after deposit of such notice in the U.S. mail,
first class postage prepaid addressed to the other party. The date of deposit
in the U.S. mail shall be determined
by the postmark or cancellation date. The referral fee payment obligations of
the Company shall survive for a period of one (1)
year following termination of this Agreement with regard to any Investors
referred by Finder, notwithstanding the termination of this Agreement by either
party for any reason.


6. Independent
Contractor. Finder is and throughout this Agreement Shall be an independent contractor and not an employee, partner or age of the
Company. Finder Shall not be
entitled to nor receive any benefit
normally provided to the Company’s employees such as, but not limited to
vacation payment, retirement, health care or sick pay. The Company shall not be
responsible for withholding income or other taxes from the payments made to
finder. Finder shall be solely responsible for filing all returns and paying
any income, social security or other
tax levied upon or determined with respect to the payments made to Finder
pursuant to this Agreement.


7.0 Finder’s
Representations. The finder represents warrants and covenants to the Company that
each of the following are true and complete as of the Effective Date:


          7.1
 Accredited Investor. Finder is an “Accredited Investor” as that term is
 defined in Securities and Exchange
 Commission Rule 501 of Regulation of the Act.


          7.2
 Investment Experience. Finder hereby acknowledge and represents that (i) Finder has prior investment experience,
 including in non-listed and unregistered securities, or that Finder has
 employed the services of an investment advisor, attorney and/or accountant to
 read all of the documents furnished or made available by the Company to
 Finder to evaluate the merits and risks
 of such an investment on Finder’s behalf; (ii)
 Finder recognizes the highly speculative nature of an investment in the Common Stock; and (iii) Finder is able to bear
 the economic risk and illiquidity which Finder assumes by investing in
 the Common Stock.









          7.3
Qualified Investor. Finder has a preexisting personal or business relationship with the Company,
or by reason of Finder’s business or financial experience or the business or
financial experience of Finder’s professional advisors who art unaffiliated
with and who are not compensated by the Company, directly or indirectly could
be reasonably assumed to have the capacity
to evaluate the merits and risks of an investment in the Company and to
protect Finder’s own interests in connection with such an investment.


          7.4
Access to Data. Finder hereby represents that Finder (i) has been
furnished by the Company during the course
of this transaction with all the information regarding the Company which Finder has requested or desired to know;
(ii) has been afforded the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning the terms and
conditions of the Common Stock; (iii) has been furnished by the Company with
any of the Company SEC Reports which Finder has requested, and (iv) has
received any additional information which Finder has requested.


          7.5
Investment Intent. Finder is acquiring the Common Stock for investment
for its own account, not as a nominee or agent and not with the view to, or for resale in connection with, any distribution
thereof. Finder understands that the Common Stock to be purchased has not bean
registered under the Securities Act of 1933, as amended (the “Securities Act”)
by reason of a specific exemption from the
registration provisions of the Securities Act, the availability of which depends
upon, among other things, the bonafide nature of the investment intent and the
accuracy of the Finder’s representations as expressed herein.


          7.6
Rule 144. Finder acknowledges that the Common Stock must be held
for a period of at least six
months unless subsequently registered under the Securities Act or unless an exemption
from such registration is available. Finder is aware of the provisions of Rule
144 promulgated under the Securities Act which permit limited resale of shares
after a period of six months subject to the satisfaction of certain conditions,
including, among other things, the existence
of a public market for the shares, the availability of certain current public
information about the Company, the sale being effected through a “broker’s transaction”
or in transactions directly with a
“market maker” and the number of shares being sold during any three month
period not exceeding specified limitations.


          7.7
Authorization. This Agreement, when executed and delivered by
Finder, will constitute a valid and legally binding obligation of finder,
enforceable in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.


          7.8
No Consent. No consent, approval or authorization of or
designation, declaration or filing with any
governmental authority on the part of Finder is required in connection
with the valid execution and delivery of this Agreement.


          7.9
Tax Liability. Finder has reviewed with his own tax advisors the
federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement.
With respect to such tax consequences, Finder relies solely on such advisors and not on any statements or representations of the
Company or any of its agents. Finder understands and agrees that the
(and not the Company) shall be responsible for any tax consequence to Finder
that may arise as a result of this
investment or the transactions contemplated by this Agreement.


          7.10
High Risk. Finder realizes that an investment in the Common Stock involves
a high degree of risk. Finder is able to bear the risk of the investment, to
hold the Common Stock for an indefinite period of time and to suffer a complete
loss of Finders investment.


          7.11
Legends. Each certificate or instrument representing the Common Stock
will be endorsed with the following or similar legends:






	
 

	
 


	
 

	
          (i)
 “These securities have not been registered under the Securities Act of 1993,
 as amended (the “Securities Act”), or any state securities laws and may not
 be sold or otherwise transferred or disposed of except pursuant to an
 effective registration statement under the Securities Act and any applicable
 state securities laws, or an opinion of counsel satisfactory to counsel to the
 issuer that an exemption from registration under the Securities Act and any
 applicable state securities laws is available:


	
 

	
 


	
 

	
          (ii) Any
 other legends required by applicable state blue sky Jaws. The Company need
 not register a transfer of any Common Stock, and may also instruct its
 transfer agent not to register the transfer of such Common Stock, unless the
 conditions specified in this Agreement are satisfied.





          7.12.
Ender is not a broker-dealer, Limitation or Finder activities. Finder has
fully disclosed to the Company that it is not a broker-dealer and does not have
or hold a license to act as such None of the activities of finder are intended
to provide the services of a broker-dealer to the Company.


8. Expenses. Unless otherwise agreed to by the
Company in advance, Finder shall be solely responcible for procuring, paying
for and maintaining any computer equipment, software, paper, tools or supplies
necessary or appropriate for the performance offender’s services herunder.


9. Governing Law. This Agreement shall be
governed by and construed in Accordance with the laws of the State of Minnesota.


10. Headings. The headings in this Agreement
are inserted for convenience only and shall not be used to define, limit or
describe the scope of this Agreement or any of the obligations herein.


11. Entire Agreement. This Agreement constitutes
the final understanding and agreement between the parties with respect to the
subject matter hereof and supersedes all prior negotistions, understandings and
agreements between the parties, whether written or oral. This Agreement day be
amended, supplemented or changed only by an agreement in writing signed by both
of the parties.


12. Notices. Any notice required to be given or
otherwise given pursuant to this Agreement shall be in writing and shall be
hand delivered, mailed by certified mail, return receipt requested or sent by
recognized overnight courier service, at the address shown below, or at such
other address or addresses as either party shall designate to the other in
accordance with this Section 12.


13. Severability. If any tern of this Agreement
is held by a court of competent jurisdiction to be invalid or unenforceable, then
this Agreement, including all of the remaining terms, shall remain in full
force and effect as if such invalid or unenforceable term had never been
included.


14. Counterparts. This Agreement may be
executed in counterparts, each of which will be deemed an original, but all of
which together will constitute one and the some instrument.


IN WITNESS WHEREOF, This Agreement has been executed
by the parties as of the date first written above.


	
 

	
 

	
 

	
 


	
FINDER

	
 

	
BioDrain Medical, Inc.

	
 


	


	
 

	


	
 


	 

	
 

	 

	
 


	
Thomas Pronesti

	
 

	
Kevin Davidson, CEO

	
 


	
1462 Commodore Way

	
 

	
BioDrain Medical, Inc.

	
 


	
Hollywood, FL 33019

	
 

	
699 Minnetonka Highlands Lane

	
 


	
 

	
 

	
Orono, Minnesota
 55356