<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>kl01115_ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2 EXCLUSIVE FINDERS AGREEMENT
<TEXT>
                                                                    Exhibit 10.2


                          EXCLUSIVE FINDER'S AGREEMENT

This Finder's Agreement (this "Agreement") is made as of November 1, 2005,
between SIGA Technologies, Inc., a Delaware corporation (the "Company"), and The
Shemano Group, Inc., a California corporation (the "Finder"). The Finder and the
Company agree:

      1.    Engagement of Finder: The Company hereby engages the Finder, and the
            Finder hereby accepts such engagement, to act as the Company's
            exclusive finder with respect to sales by the Company in a private
            placement transaction (the "Offering") of up to $3 million aggregate
            principal amount of Equity, Equity-Related or Debt Securities (the
            "Securities") of the Company to the investors during the term of
            this Agreement as set forth in Section 6.

      2.    Offering Procedures: The Finder will introduce the Company to
            investors who the Finder reasonably believes to be "accredited
            investors," as that term is defined in Rule 501 of Regulation D
            promulgated under the Securities Act of 1933, as amended (the "1933
            Act"), with whom the Finder has a pre-existing substantive
            relationship (the "Offerees").

      3.    Finder's Compensation: In consideration for the services rendered by
            the Finder hereunder, the Company shall pay to the Finder, or cause
            the Finder to be paid, compensation as provided in this section
            within 3 days of the Company's receipt of funds from the Offerees.

            (a)   Cash Compensation: The Company shall pay to the Finder cash
                  compensation equal to seven percent (7%) of the gross Offering
                  funds received in the Offering. For purposes of clarity the
                  parties understand and agree such cash compensation is only
                  related to funds received at the initial investment and upon
                  exercise of the additional investment right and not on the
                  exercise of any warrant of other option.

            (b)   Warrants: The Finder shall receive three percent (3%) warrant
                  compensation on the initial investment and not on any shares
                  issued in connection with the additional investment right or
                  any other similar optional additional investment right. The
                  warrant calculation translates to 30,000 warrants per $1
                  million raised. The warrant's strike shall equal the strike,
                  expiration and registration rights of any warrants sold to
                  Offerees in the Offering, and if the Offering does not provide
                  for the issuance of warrants, then the warrants issued to the
                  Finder shall have a strike price equal to the Offering price
                  of any Equity or Equity-Related Securities sold, have a
                  five-year term and cashless exercise after one year if the
                  underlying shares are not then registered. The warrant shares
                  shall be subject to equitable adjustment for stock splits,
                  stock dividends and similar events. The warrant shares shall
                  have "piggyback" registration rights.

                                       1

<PAGE>

                  For purposes of determining the Finder's compensation under
                  this Section 3, the gross offering funds received in the
                  Offering(s) shall include any amounts paid to the Company by
                  investors in respect to an exercise or conversion of any of
                  the Securities or Warrants, including the value allocated to
                  any securities not issued pursuant to a "cashless exercise" or
                  similar provision, whenever actually received by the Company
                  or (y) subject to 3(a) above amounts paid pursuant to any
                  additional investment right or other similar optional
                  investment right .

      4.    Certain Matters Relating to Finder's Duties:
            -------------------------------------------

            (a)   The Finder's responsibilities shall be limited to introducing
                  potential investors to the Company, and the Finder shall not
                  have authority to offer or sell the Securities to any
                  potential investor. Finder shall not use any general
                  solicitation or general advertising within the meaning of the
                  applicable securities laws in connection with any offering.
                  The Finder shall have no responsibility to participate or
                  assist in any negotiations between any potential investor and
                  the Company. The Finder will have no responsibility to act,
                  and the parties contemplate that the Finder will not act, as a
                  broker or dealer with respect to the offer or sale of the
                  Securities. Further, the finder shall have no responsibility
                  for fulfilling any SEC reporting or filing requirements as
                  relates to the Company provided however, Finder agrees to
                  provide Company with reasonable assistance related to any
                  registration, qualification or other requirements of
                  applicable securities laws and other regulatory matters, upon
                  request of the Company.

            (b)   The Finder agrees to introduce the Company to Offerees only in
                  states in which the Finder has been advised by the Company
                  that offers and sales of Securities can be legally made by the
                  Company.

            (c)   The Finder shall perform its duties under this Agreement in a
                  manner consistent with the instructions of the Company. Such
                  performance may include, but not be limited to, the delivery
                  to each Offeree a current copy of the Private Placement
                  Memorandum, Subscription Agreement and any Offering
                  Questionnaire and/or similar documents provided to the Finder
                  by the Company, as such documents may be amended from time to
                  time by the Company and delivered to the Finder. If
                  applicable, the Finder shall consecutively number each copy of
                  the Private Placement Memorandum (which will include the first
                  letter of the Finder's name or other identifying mark
                  sufficient to designate an Offeree introduced by the Finder);
                  keep a log of when and to whom each copy of the Private
                  Placement Memorandum is given, with the Private Placement
                  Memorandum numbers; maintain a copy of any written information
                  the Finder obtains regarding the suitability of each Offeree;
                  and only use the Private Placement Memorandum in introducing
                  Offerees to the Company. The Finder shall provide this log and
                  all such written information to the Company at any time and
                  promptly upon request of


                                       2
<PAGE>

                  the Company at the termination of this Agreement. The Company
                  shall, promptly following execution of this Agreement, provide
                  the Finder with a written list of prospective Offerees which
                  the Company does not want the Finder to contact. The Finder
                  agrees to not contact the persons on such list, and the Finder
                  shall not be entitled to the compensation set forth in Section
                  3 with respect to any investment made by such person in the
                  Company's Securities.

            (d)   The Finder is and will hereafter act as an independent
                  contractor and not as an employee of the Company and nothing
                  in this Agreement shall be interpreted or construed to create
                  any employment, partnership, joint venture, or other
                  relationship between the Finder and the Company. The Finder
                  will not hold itself out as having, and will not state to any
                  person that the Finder has, any relationship with the Company
                  other than as an independent contractor. The Finder shall have
                  no right or power to find or create any liability or
                  obligation for or in the name of the Company or to sign any
                  documents on behalf of the Company.

      5.    Right of First Refusal. In consideration for the Finder acting as
            the finder in connection with the proposed offering, the Company
            hereby grants the Finder a right of first refusal to serve as the
            Company's exclusive financial advisor and investment banker in
            connection with any financial transaction for a period of 1 year
            from the closing of the transaction. In the event the company
            advises the Finder that it desires to effect any financial
            transaction, the Company and the Finder will negotiate in good faith
            the terms of the Finder's engagement in a separate agreement which
            would set forth, among other matters, compensation for the Finder
            based upon customary fees for the services provided.

      6.    Termination of Agreement. Either party may terminate this Agreement
            by notifying the other party in writing upon a material breach by
            that other party, unless such breach is curable and is in fact cured
            within 15 days after such notice. This Agreement will otherwise
            terminate upon completion or termination of the Offering. The
            Company may terminate this Agreement following ninety (90) days
            after the date hereof upon written notice. Notwithstanding the
            foregoing, all provisions of this Agreement other than section 1, 2,
            4, 7, 11, 15, 18 and 23 shall survive the termination of this
            Agreement with respect to Offerees who the Finder introduces to the
            Company prior to any termination with respect to the Offering. The
            Finder shall be entitled to compensation under section 3 based on
            investments made by such Offerees prior to the termination of this
            Agreement or at any time within one year thereafter.

      7.    Indemnification. The Company and the Finder each shall indemnify and
            defend the other and the other's affiliates, directors, officers,
            employees, agents, consultants, attorneys, accountants and other
            representatives (each an "Indemnified Person") and shall hold each
            Indemnified Person harmless, to the fullest extent permitted by law,
            from and against any and all claims, liabilities, losses, damages
            and expenses


                                       3
<PAGE>

            (including reasonable attorney's fees and costs), as they are
            incurred, in connection with the Offering, resulting from the
            indemnifying party's negligence, bad faith or willful misconduct in
            connection with the Offering, any violation by the indemnifying
            party (not caused by an Indemnified Person) of Federal or state
            securities laws in connection with the Offering, or any breach by
            the indemnifying party of this Agreement. In case any litigation or
            proceeding shall be brought against any Indemnified Person under
            this section, the indemnifying party shall be entitled to assume the
            defense of such litigation or proceeding with counsel of the
            indemnifying party's choice at its expense (in which case the
            indemnifying party shall not be responsible for the fees and
            expenses of any separate counsel retained by such Indemnified
            Person, except in the limited circumstances described below in this
            section); provided, however, that such counsel shall be reasonably
            satisfactory to the Indemnified Person. Notwithstanding the
            indemnifying party's election to assume the defense of such
            litigation or proceeding (a) such Indemnified Person shall have the
            right to employ separate counsel and to participate in the defense
            of such litigation or proceeding, and (b) the indemnifying party
            shall bear the reasonable fees, costs and expenses of separate
            counsel if (but only if) the use of counsel selected by the
            indemnifying party to represent such Indemnified Person would
            present such counsel with a conflict of interest under applicable
            laws or rules of professional conduct.

      8.    Confidentiality of Offeree Information. The Company acknowledges
            that the identity of the Offerees, and all confidential information
            about Offerees received by the Company from an Offeree or the
            Finder, is confidential information of the Finder and may not be
            shared with any other person without the consent of the Finder.

      9.    Notices. Any notice, consent, authorization or other communication
            to be given hereunder shall be in writing and shall be deemed duly
            given and received when delivered personally, when transmitted by
            fax, three days after being mailed by first class mail, or one day
            after being sent by a nationally recognized overnight delivery
            service, charges and postage prepaid, properly addressed to the
            party to receive such notice, at the following address or fax number
            for such party (or at such other address or fax number as shall
            hereafter be specified by such party by like notice):

            (a)   If to the Company, to:
                            -------

                  Thomas N. Konatich
                  Chief Financial Officer
                  420 Lexington Ave.
                  Suite 408
                  New York, NY  10170
                  Phone: (212) 672-9100
                  Fax:   (212) 697-3130

            (b)   If to the Finder, to:
                            ------

                  Bill Corbett

                                       4
<PAGE>

                  Chief Executive Officer
                  601 California Street
                  Suite 1150
                  San Francisco, CA  94108
                  Phone: (415) 274-3200
                  Fax:   (415) 274-3238

      10.   Company to Control Transactions. The prices, terms and conditions
            under which the Company shall offer or sell any Securities shall be
            determined by the Company in its sole discretion. The Company shall
            have the authority to control all discussions and negotiations
            regarding any proposed or actual offering or sale of Securities.
            Nothing in this Agreement shall obligate the Company to actually
            offer or sell any Securities or consummate any transaction. The
            Company may terminate any negotiations or discussions at any time
            and reserves the right not to proceed with any offering or sale of
            Securities. Compensation pursuant to this Agreement shall only be
            paid to the Finder in the event of an actual Closing of the Offering
            to an Offeree introduced by Finder.

      11.   Confidentiality of Company Information. The Finder, and its
            officers, directors, employees and agents shall maintain in strict
            confidence and not copy, disclose or transfer to any other party (1)
            all confidential business and financial information regarding the
            Company and its affiliates, including without limitation,
            projections, business plans, marketing plans, product development
            plans, pricing, costs, customer, vendor and supplier lists and
            identification, channels of distribution, and terms of
            identification of proposed or actual contracts and (2) all
            confidential technology of the Company. In furtherance of the
            foregoing, the Finder agrees that it shall not transfer, transmit,
            distribute, download or communicate, in any electronic, digitized or
            other form or media, any of the confidential technology of the
            Company. The foregoing is not intended to preclude the Finder from
            utilizing, subject to the terms and conditions of this Agreement,
            any Private Placement Memorandum and/or other documents prepared or
            approved by the Company for use in the Offering.

            All communications regarding any possible transactions, requests for
            due diligence or other information, requests for facility tours,
            product demonstrations or management meetings, will be submitted or
            directed to the Company, and the Finder shall not contact any
            employees, customers, suppliers or contractors of the Company or its
            affiliates without express permission. Nothing in this Agreement
            shall constitute a grant of authority to the Finder or any
            representatives thereof to remove, examine or copy any particular
            document or types of information regarding the Company, and the
            Company shall retain control over the particular documents or items
            to be provided, examined or copied. If the Offering is not
            consummated, or if at any time the Company so requests, the Finder
            and its representatives will return to the Company all copies of
            information regarding the Company in their possession.

            The provisions of this Section shall survive any termination of this
            Agreement.

                                       5
<PAGE>

      12.   Press Releases, Etc. The Company shall control all press releases or
            announcements to the public, the media or the industry regarding any
            offering, placement, transaction or business relationship involving
            the Company or its affiliates. Except for communication to Offerees
            in furtherance of this Agreement and the provision of any Private
            Placement Memorandum, the Finder will not disclose the fact that
            discussions or negotiations are taking place concerning a possible
            transaction involving the Company, or the status or terms and
            conditions thereof. Notwithstanding the foregoing, the Company
            agrees to issue a press release prior to the opening of the market
            on the business day following the Company's receipt of executed
            agreements binding Offerees to purchase Securities in at least the
            amount of the minimum Offering (if there is any such minimum)
            setting forth the material terms of the Offering.

      13.   Due Diligence: Neither the Company, nor any of its directors,
            officers or shareholders, should, in any way rely on the Finder to
            perform any due diligence with respect to the Company. It is
            expressly understood and agreed that to the extent due diligence is
            conducted; it will be conducted by the investors.

      14.   Expenses, Etc. The compensation described in Section 3 of this
            Agreement shall be the Finder's sole compensation for all of its
            services and efforts to the Company and its affiliates, in
            connection with any offering or placement of Securities. The Finder
            shall be exclusively responsible for any compensation, fees,
            commissions or payments of its employees, agents representatives,
            co-finders or other persons or entities utilized by it in connection
            with its activities on behalf of the Company, and the Finder will
            indemnify and hold harmless the Company and its affiliates from the
            claims of any such persons or entities.

      15.   Compliance with Laws. The Finder represents and warrants that it is
            a duly registered broker/dealer and in good standing with the SEC,
            NASD and the State of California and has and shall maintain such
            registrations as well as all other necessary licenses and permits to
            conduct its activities under this Agreement, which it shall conduct
            in compliance with applicable federal and state laws relating to a
            private placement under Regulation D of the 1933 Act. The Finder
            represents that it is not a party to any other agreement which would
            conflict with or interfere with the terms and conditions of this
            Agreement.

      16.   Assignment Prohibited. No assignment of this Agreement shall be made
            without the prior written consent of the other party.

      17.   Amendments. Neither party may amend this Agreement or rescind any of
            its existing provisions without the prior written consent of the
            other party.

      18.   Governing Law. This Agreement shall be deemed to have been made in
            the State of New York and shall be construed, and the rights and
            liabilities determined, in accordance with the law of the State of
            New York, without regard to the conflicts of laws rules of such
            jurisdiction.

                                       6
<PAGE>

      19.   Waiver. Neither Finder's nor the Company's failure to insist at any
            time upon strict compliance with this Agreement or any of its terms
            nor any continued course of such conduct on their part shall
            constitute or be considered a waiver by Finder or the Company of any
            of their respective rights or privileges under this Agreement.

      20.   Severability. If any provision herein is or should become
            inconsistent with any present or future law, rule or regulation of
            any sovereign government or regulatory body having jurisdiction over
            the subject matter of this Agreement, such provision shall be deemed
            to be rescinded or modified in accordance with such law, rule or
            regulation. In all other respects, this Agreement shall continue to
            remain in full force and effect.

      21.   Counterparts. This Agreement may be executed in one or more
            counterparts, each of which shall be deemed an original, and will
            become effective and binding upon the parties at such time as all of
            the signatories hereto have signed a counterpart of this Agreement.
            All counterparts so executed shall constitute one Agreement binding
            on all of the parties hereto, notwithstanding that all of the
            parties are not signatory to the same counterpart. Each of the
            parties hereto shall sign a sufficient number of counterparts so
            that each party will receive a fully executed original of this
            Agreement.

      22.   Entire Agreement. This Agreement and all other agreements and
            documents referred herein constitutes the entire agreement between
            the Company and the Finder. No other agreements, covenants,
            representations or warranties, express or implied, oral or written,
            have been made by any party hereto to any other party concerning the
            subject matter hereof. All prior and contemporaneous conversations,
            negotiations, possible and alleged agreements, representations,
            covenants and warranties concerning the subject matter hereof are
            merged herein. This is an integrated Agreement.

      23.   Arbitration. The parties agree that this Agreement and all
            controversies which may arise between the Finder and the Company,
            whether occurring prior, on or subsequent to the date of this
            Agreement, will be determined by arbitration. The parties understand
            that:

            (a)   Arbitration is final and binding on the parties.

            (b)   The parties are waiving their right to seek remedies in court,
                  including the right to a jury trial.

            (c)   Pre-arbitration discovery is generally more limited than and
                  different from court proceedings.

            (d)   The arbitrators' award is not required to include factual
                  findings or legal reasoning and any party's right to appeal or
                  to seek modification or rulings by


                                       7
<PAGE>

                  the arbitrators is strictly limited.

            (e)   The panel of arbitrators will typically include a minority of
                  arbitrators who were or are affiliated with the securities
                  industry.



                                       8
<PAGE>

      The parties agree that any arbitration under this Agreement will be held
at the facilities of and before an Arbitration Panel appointed by the National
Association of Securities Dealers, Inc. ("NASD"), or if the NASD refuses to
accept jurisdiction, then before JAMS/ENDISPUTE in New York, NY. The award of
the arbitrators, or of the majority of them, will be final, and judgments upon
the award may be entered in any court, state or federal, having jurisdiction.
The parties hereby submit themselves and their personal representatives to the
jurisdiction of any state or federal court for the purpose of such arbitration
and entering such judgment.

      Any forbearance to enforce an agreement to arbitrate will not constitute a
waiver of any rights under this Agreement except to the extent stated herein.

      THIS AGREEMENT IS GOVERNED BY A PRE-DISPUTE ARBITRATION CLAUSE CONTAINED
IN PARAGRAPH 23 OF THIS AGREEMENT



                        The Shemano Group, Inc. (the "Finder")


                        By: /s/ Bill Corbet
                           -------------------------------
                        Bill Corbett
                        Title: Chief Executive Officer



                        SIGA Technologies, Inc.  (the "Company")



                        By: /s/ Thomas N. Konatich
                           -----------------------------------
                        Thomas N. Konatich
                        Title: Chief Financial Officer





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