BRIDGE LOAN AGREEMENT

EXHIBIT 10.19

RESTORE MEDICAL, INC.

BRIDGE LOAN AGREEMENT

     THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2003, by and among Restore Medical, Inc., a Minnesota corporation (the “Company”), and each of the investors listed on Schedule A hereto (the “Purchasers”).

     WHEREAS, the Company wishes to sell and each of the Purchasers desires to purchase subordinated convertible notes and warrants to purchase shares of the Company’s common stock, $.01 par value (“Common Stock”);

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  Authorization of the Notes and Warrants . The Company will have authorized, on or before the First Closing (as defined herein), the issuance and sale of subordinated convertible notes up to an aggregate principal amount of $5,374,462.49, substantially in the form attached hereto as Exhibit A (collectively, the “Notes”), and warrants to purchase up to an aggregate of 224,000 shares of the Company’s Common Stock, substantially in the form attached hereto as Exhibit B (collectively, the “Warrants”).

     2.  Sale and Purchase of Notes and Warrants . Subject to the terms and conditions hereof, the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the Company: (a) up to the principal amount of Notes equal to the amount of committed capital set forth opposite the name of each such Purchaser on Schedule A attached hereto, less the “Purchase Price of Warrant” (as defined below), and (b) in exchange for the Purchase Price of Warrant, a Warrant to purchase the number of shares of Common Stock set opposite the name of each such Purchaser at an exercise price of $0.55 per share. “Purchase Price of Warrant” shall mean the price paid by the Purchasers to receive each Warrant, which amount shall be equal to the amount set forth opposite the name of each Purchaser on Schedule A attached hereto. The Notes and the Warrants are hereinafter collectively referred to as the “Securities.” Each Note shall be convertible into shares of the Company’s equity securities issued in a Qualifying Financing (as defined below) pursuant to Section 7.1 below and shall be secured by assets of the Company as described in Section 3.2(c) below, the Notes, and the Security Agreement dated as of the date hereof and attached hereto as Exhibit C.

     3.  Closing Date; Delivery and Payment .

          3.1. Closing Date . The first closing of the purchase and sale of the Securities hereunder (the “First Closing”), as well as each subsequent closing of the purchase and sale of any Securities pursuant to the exercise of the Company’s call rights set forth in Section 3.2(b) below (each, a “Subsequent Closing”), will be held at the Company’s principal offices or at the offices of Dorsey & Whitney LLP on the dates agreed upon by the Company and Purchasers purchasing a majority in interest of the aggregate principal amount of the Notes.

          3.2. Delivery and Payment .

          (a) At the First Closing, the Company shall deliver to each Purchaser a Note registered in the name of each Purchaser, representing fifty percent (50%) of the aggregate principal amount set forth opposite the name of such Purchaser on Schedule A attached hereto, less the Purchase Price of Warrant for such Purchaser, together with a Warrant to purchase the number of shares of Common Stock set forth opposite the name of such Purchaser on Schedule A attached hereto. At the First Closing, each Purchaser shall pay to the Company by check or wire transfer an amount equal to fifty percent (50%) of the aggregate principal amount set forth opposite the name of such Purchaser on Schedule A attached hereto.

          (b) The Company shall have the right to call the remaining aggregate principal amount of Notes, in minimum increments of 25% of the aggregate principal amount of the Notes, on one or more dates subsequent to the First Closing, but in any event no later than August 30, 2003 (each a “Call”). In order to call any of the remaining aggregate principal amount of the Notes, the Company shall provide at least fourteen (14) days’ notice to the Purchasers, at the address shown on Schedule A attached hereto, substantially in the form of notice attached hereto as Exhibit D (the “Call Notice”); provided , however , (x) that each respective Call shall have been separately approved by the disinterested members of the Company’s Board of Directors subsequent to the date hereof and (y) there shall not have been a Material Adverse Effect (as defined herein) on the Company subsequent to the date hereof. With respect to each Call, the Company shall deliver the Call Notice by confirmed facsimile transmission or overnight courier service to the Purchasers stating (i) its intention to call additional funds, (ii) the amount of additional funds to be called, (iii) the date on which the additional funds are to be called, and (iv) the purpose for which such additional funds are being called. At each Subsequent Closing, the Company shall deliver to each Purchaser a Note registered in the name of each Purchaser, representing its pro rata share of the aggregate amount of Notes to be issued at such Subsequent Closing. For the purposes of this Agreement, “Material Adverse Effect” means a material adverse effect on the assets, business, properties, operations or condition (financial or otherwise) of the Company, or a material adverse effect on the ability of the Company to perform its obligations under this Agreement; provided however, that in determining whether there has been a Material Adverse Effect, any adverse effect principally attributable to the following shall be disregarded: (I) general political, economic, national security, business, industry or financial market conditions; (II) expenditures by the Company in the ordinary course of business consistent with past practices and reasonable expenditures by the Company in connection with the transactions contemplated by this Agreement; or (III) the taking of any action required by this Agreement.

          (c) The amounts due for principal and accrued interest under the Notes shall be secured by a first priority lien on those specified assets of the Company as provided in a Security Agreement in form and substance mutually acceptable to the Company and the Purchasers; provided , however , that the parties hereto acknowledge and agree that such lien shall be junior to the Comerica Bank-California (“Comerica”) senior security interest in certain assets of the Company, pursuant to the terms and conditions set forth in that certain Loan and Security Agreement dated as of December 19, 2002 between the Company and Comerica; provided further , that the Purchasers and the Company agree and acknowledge that the Purchaser’s

security interest in assets of the Company contemplated by this Agreement and the Security Agreement shall terminate upon conversion or repayment of the Notes in accordance with the terms and conditions set forth in Section 7 of this Agreement.

     4.  Definitions . Unless the context otherwise requires, the terms defined in this Section 4 shall have the meanings herein specified for all purposes of this Agreement.

     “Articles” means the Amended and Restated Articles of Incorporation of the Company attached hereto as Exhibit E.

     “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

     “Commission” means the Securities and Exchange Commission.

     “Material Adverse Effect” shall mean a material adverse effect upon the business, operations or condition (financial or otherwise) of the Company, or a material adverse effect that otherwise renders the Company unable to perform its ongoing obligations.

     “Person” means any natural person, corporation, limited liability company, association, partnership (general or limited), joint venture, proprietorship, governmental agency, trust, estate, association, custodian, nominee or any other individual or entity, whether acting in an individual, fiduciary, representative or other capacity.

     “Securities Act” means the Securities Act of 1933, as amended from time to time.

     5.  Representations and Warranties by the Company . Except as disclosed on the Disclosure Schedule to this Agreement (the “Disclosure Schedule”), the Company represents and warrants to the Purchasers that:

          5.1. Organization and Standing . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has the requisite corporate power and authority to own its properties and to carry on its business as now being conducted and presently proposed to be conducted. The Company has no subsidiaries or direct or indirect equity interest in any other Person. The Company is duly qualified to do business as a foreign corporation in all jurisdictions in which the failure to do so could reasonably be expected to result in a Material Adverse Effect.

          5.2. Articles . As of the date of the First Closing, the effective articles of incorporation of the Company shall be in the form set forth in Exhibit E to this Agreement.

          5.3. Notes and Warrants . The Notes and Warrants, when issued and paid for pursuant to the terms of this Agreement, will be duly and validly authorized, issued and outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions, except as set forth in Section 6.2 hereof. The shares of Common Stock issuable upon conversion of the Warrants have been reserved for issuance and, when issued upon such

conversion, will be duly and validly authorized, issued and outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions, except as set forth in Section 6.2 hereof.

          5.4. Securities Laws . Based in part upon the representations and warranties of the Purchasers contained in Section 6.1 of this Agreement, no consent, authorization, approval, permit or order of or filing with any governmental or regulatory authority is required under current laws and regulations in connection with the execution and delivery of this Agreement or the offer, issuance, sale or delivery of the Securities, other than the qualifications and filings under certain applicable state securities laws, which qualifications and filings have been or will be effected as a condition of such sales or conversions. The Company has not, directly or through an agent, offered the Securities or any similar securities for sale to, or solicited any offers to acquire such securities from, Persons other than the Purchasers and other accredited investors. Under the circumstances contemplated hereby, the offer, issuance, sale and delivery of the Securities will not under current laws and regulations require compliance with the prospectus delivery or registration requirements of the Securities Act. The shares of Common Stock issuable upon conversion of the Warrants will be issued in compliance with all applicable federal and state securities laws.

          5.5. Corporate Acts and Proceedings . The execution and delivery of this Agreement has been duly authorized by all requisite corporate action on the part of the Company, its officers, directors and stockholders and this Agreement has been duly executed and delivered by an authorized officer of the Company. This Agreement is a valid and binding obligation of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and as to limitations on the enforcement of the remedy of specific performance and other equitable remedies. The requisite corporate action necessary to the authorization, creation, issuance, execution and delivery of the Securities has been taken by the Company, its officers, directors and stockholders.

          5.6. Litigation . There are no legal actions, suits, arbitrations or other legal, administrative or governmental proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company, or any officer or director of the Company relating to their duties under such position in the Company, or the Company’s properties, assets or business, or that questions the validity of this Agreement or the right of the Company to enter into this Agreement, or to consummate the transactions contemplated hereby, and neither the Company nor any of its officers is aware of any facts which might result in or form the basis for any such action, suit or other proceeding. The Company is not in default with respect to any judgment, order or decree of any court or any governmental agency or instrumentality.

          5.7. Patents and Other Intangible Rights . The Company has sufficient title and ownership of or exclusive licenses to all patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, information, proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others, except where failure to do so would not reasonably be expected to have a Material Adverse Effect. The Disclosure Schedule contains a complete list of

patents and pending patent applications of the Company. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other Person. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company’s business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the carrying on of the Company’s business by the employees of the Company nor the conduct of the Company’s business as proposed, will, to the best of the Company’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to or outside the scope of their employment by the Company.

          5.8. Capital Stock . Immediately prior to the First Closing, the authorized capital stock of the Company shall consist of 15,500,000 shares, 775,000 of which shall have been designated as Series A Convertible Preferred Stock (the “Series A Preferred Stock”), of which 750,000 shares are issued and outstanding, 4,500,000 of which shall have been designated as Series B Convertible Preferred Stock (the “Series B Preferred Stock”), of which 4,185,411 shares are issued and outstanding, 8,500,000 shares of which have been designated as Common Stock, of which 1,633,525 shares are issued and outstanding, and 1,725,000 of which are undesignated shares of capital stock. No person holds or is entitled to any outstanding subscriptions, warrants, options, calls, convertible securities, commitments of sale or similar rights to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable for, the capital stock of, or other ownership interest in, the Company, except for (a) the conversion privileges of the Series A Preferred Stock and the Series B Preferred Stock and (b) currently outstanding options and warrants to purchase 1,301,799 shares of capital stock of the Company. The Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any Persons, which affects or relates to the voting or giving of written consents with respect to any capital stock or by a director of the Company.

          5.9. No Conflict . Neither the authorization, execution, delivery or performance of, or compliance with, this Agreement nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, (a) result in any breach of, constitute a default under or result in the imposition of any pledges, liens, encumbrances or restrictions upon any asset or property of the Company pursuant to any agreement or other instrument to which the Company is a party or by which it or any of its properties is bound or affected or (b) violate its articles of incorporation or its bylaws.

          5.10. No Brokers or Finders . No Person has, or will have, as a result of any acts or omission of the Company, any