SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2

SECURED CONVERTIBLE PROMISSORY NOTE

      FOR VALUE RECEIVED , the undersigned, Sutura, Inc. , a Delaware corporation (the " Maker "), hereby promises to pay to the order of Whitebox Hedged High Yield Partners, L.P. , a British Virgin Islands limited partnership, or its assigns (the " Payee "), at such place as the Payee may designate in writing, the principal sum of Four Hundred Seventy-Five Thousand Five Hundred Dollars ($475,500) under the terms set forth herein. This Note is one of a series of four Notes (together, the "Series Notes" ) being issued by Maker on the date hereof.

1. Interest . The unpaid principal balance hereof from time to time outstanding shall bear interest from the date hereof at the rate of eight percent (8%) per annum.

2. Payment . Except as otherwise provided herein, and subject to any default hereunder, the principal and interest hereof is payable as follows:

     (a) Interest only is payable in cash or stock (as provided below) quarterly in arrears on the last day of each calendar quarter, beginning March 31, 2007.

          (i) The parties hereby agree that the Company may pay interest due hereunder, or any portion thereof, by issuing to the Payee fully paid and nonassessable shares of Maker’s Common Stock, par value $0.001 per share, in lieu of cash. The number of shares of Common Stock issuable upon payment of any portion of an interest payment hereunder in stock shall be computed by dividing each such applicable portion of the interest payment to be paid in shares of Common Stock by the Conversion Rate (as defined below ) in effect at such time.

          (ii) The Conversion Rate shall be equal to the greater of (i) $0.045 per share; or (ii) the average of the daily closing bid prices for the Company’s Common Stock over a period of 30 consecutive Trading Days. The last day of such 30 day period will be the Trading Day immediately prior to the day in which a interest payment is due. A " Trading Day " is (x) a day on which the Common Stock is traded on the New York Stock Exchange, the American Stock Exchange, the NASDAQ National Market, the NASDAQ SmallCap Market or OTC Bulletin Board (all " Trading Markets "), or (y) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets, LLC (or any similar organization or agency succeeding to its function of reporting prices).

          (iii) Any Common Stock issued in payment of any portion of the interest payments shall have those registration rights set forth in the Registration Rights Agreement.

     (b) On June 30, 2008 (the "Maturity Date" ), the remaining outstanding principal balance of this Note will be due and payable in cash, together with all then-accrued but unpaid interest.

     (c) Except as provided herein, the Maker will have no right of early prepayment on this Note.

3. Conversion .

     (a) At any time while any portion of the principal or interest of this Note is outstanding, the Payee may give the Maker written notice (the " Payee Notice ") of its intention to convert all or any portion of the outstanding principal and/or accrued but unpaid interest on this Note into shares of the Maker’s Common Stock based on a conversion rate as described below (the " Conversion Rate "). The number of shares of Common Stock issuable upon payment of any portion of the outstanding principal and/or accrued but unpaid interest on this Note shall be computed by dividing each such applicable portion of the payment to be paid in shares of Common Stock by the Conversion Rate in effect at such time. Upon receipt of the Payee Notice, the Maker shall immediately cause certificates dated the Payee Notice date and representing these shares to be delivered to Payee within 20 days of, and payment shall be deemed to have been made on, the date of the Payee Notice.

     (b) The Conversion Rate shall initially be equal to $0.045.

     (c) The Conversion Rate (and, as applicable, the factors above used to compute it) shall be adjusted proportionally for any subsequent stock dividend or split, stock combination or other similar recapitalization, reclassification or reorganization of or affecting Maker’s Common Stock. In case of any consolidation or merger to which the Maker is a party other than a merger or consolidation in which the Maker is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Maker as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Maker), then instead of receiving shares of Maker’s Common Stock, Payee shall have the right thereafter to receive the kind and amount of shares of stock and other securities and property which the Payee would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had the same portion of this Note been paid