THIS FINANCING AGREEMENT ("Financing Agreement") is dated as of May 24,

2002 by and between MED-EMERG INTERNATIONAL, INC., an Ontario corporation, with

headquarters located at 2550 Argentia Road, Suite 205, Mississauga, Ontario

Canada L5N 5R1 ("Company"), and BRECKENRIDGE FUND LLC, a New York limited

liability company located at 45 Orchard Street, Manhasset, New York (who,

together with permitted assigns, will be collectively referred to herein as the

"Lender").



                               W I T N E S S E T H



         WHEREAS, the Company wishes to induce the Lender to loan to the

Company, and the Lender is willing to loan to the Company, subject to the terms

and conditions set forth herein, Six Hundred Thousand and 00/100 ($600,000.00).



         NOW, THEREFORE, for and in consideration of the premises and the mutual

agreement contained herein and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



         1. LOAN. (a) Subject to the terms and conditions set forth herein, the

Lender shall loan to the Company Six Hundred Thousand and 00/100 ($600,000.00)

Dollars (the "Loan"), by the











delivery of $600,000.00 to the Company in same day U.S. funds by wire transfer

to an account designated by the Company.



         (b) In consideration of the Loan and to collateralize the Company's

obligations hereunder and under the Related Agreements (as defined below in

Paragraph 3(b)), the Company shall issue:



                  (i)      a promissory note (the "Note") for the amount of

                           Seven Hundred Twenty Thousand Dollars ($720,000.00),

                           substantially in the form of Exhibit A, payable to

                           the order of the Lender;



                  (ii)     216,000 legended shares of Common Stock of the

                           Company, with the Registration Rights set forth in

                           the annexed Registration Right Agreement (the

                           "Shares");



         2.       Reserved.



         3.      MUTUAL DELIVERIES.



                 (a) Upon the delivery by the Lender of the Loan as provided in

Section 1 above, the Company shall deliver to the Lender the Note.



                 (b) The Company shall also deliver, or cause to be delivered,

the original or execution copies of the following instruments and agreements

duly executed by all parties thereto other than the Lender (together with the

Note - the "Related Agreements"):





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                           (i)     this Financing Agreement



                          (ii)     the Shares in the form attached as Exhibit B;

and



                          (iii)    Pledge Agreement of H.T. Ardinger & Sons Co.,

Inc and H.T. Ardinger and Exhibits thereto (in the form attached as Exhibit C);



                           (iv)    the opinions of counsel in the form attached

as Exhibit D, and



                          (v)      The Registration Rights Agreement in the form

attached as Exhibit E.



         4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company

represents and warrants to the Lender that except as described in the Company's

reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of

1934 (the "Reports"):



                 (a) The Company has the corporate power and authority to enter

into this Financing Agreement and the Related Agreements and to perform its

obligations hereunder and thereunder. The execution and delivery by the Company

of this Financing Agreement and the Related Agreements and the consummation by

the Company of the transactions contemplated hereby and thereby have been duly

authorized by all necessary corporate action on the part of the Company. This

Financing Agreement and the Related Agreements have been duly executed and

delivered by the Company and constitute valid and binding obligations of the

Company enforceable against it in accordance with their respective terms,

subject to the effects of any applicable bankruptcy, insolvency, reorganization,

moratorium or similar laws affecting creditors' rights generally and to



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the application of equitable principles in any proceeding (legal or equitable).



                 (b) The execution, delivery and performance by the Company of

this Financing Agreement and the Related Agreements and the consummation of the

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