SUTURA INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.10

SUTURA INC.

CONVERTIBLE PROMISSORY NOTE

     FOR VALUE RECEIVED, the undersigned, SUTURA, INC., a Delaware corporation (the “ Payor ” or the “ Company ”), having its executive office and principal place of business at 17080 Newhope St., Fountain Valley, California 92708, hereby promises to pay to Getz Bros. & Co., Inc. (“Holder” or the “Distributor”), a Delaware corporation, having its executive office and principal place of business located at 225 West Washington Street, Suite 1900, Chicago, IL 60606 (or at such other place Holder shall hereafter direct by notice in writing to Payor), the sum of One Million Dollars ($1,000,000.00) in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts. The outstanding principal balance of this Note shall be due and payable on the date, which is 12 months from the date of notice of election not to exercise the Distribution Option or the termination or expiration of the Termination Option as described in the Option and Distribution Agreement between the parties dated September 20, 2002 (the “Maturity Date”).

     1.  Payment

          1.1 The principal amount of the Note less any amount that may have been credited toward advance purchase of Products as described in the Option and Distribution Agreement, shall be payable in full on the Maturity Date.

          1.2 All advances of Products as described in the Option and Distribution Agreement to Holder constitute cash payments made by the Payor on this Note and shall be applied to the reduction of the unpaid principal balance of this Note.

          1.3 In the event that the date for the payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of California, the time for payment of such amount shall be extended to the next succeeding business day.

     2.  Replacement of Note.

          In case this Note is mutilated, destroyed, lost or stolen, Payor shall, at its sole expense, execute, register and deliver a new Note, in exchange and substitution for this Note, if mutilated, or in lieu of and substitution for this Note, if destroyed, lost or stolen. In the case of such case, Holder shall also furnish to Payor evidence to its reasonable satisfaction of the mutilation, destruction, loss or theft of this Note and of the ownership thereof. Any replacement Note so issued shall be dated of this Note, shall be in the amount of the principal amount of this Note and in accordance with the terms of the Note.

     3.  Prepayment . This Note may be prepaid in whole or in part prior to the Maturity Date.

     4.  Covenants of Payor. Payor covenants and agrees that, so long as this Note remains outstanding and unpaid, in whole or in Part:

          4.1 Payor will do or cause to be done all things necessary to preserve and keep in full force and affect its corporate existence, rights and franchises and comply with all laws applicable to Payor as is counsel may advise.

     5.  Conversion.

Subject to the terms and conditions of the Option and Distribution Agreement, this Note shall convert to an “Advanced Payment” for Product, and this Note will terminate at such time. The terms of this Note will be in full force to any unpaid portion of the principal in the event of a cancellation of the Distribution Option as reduced for any Products delivered and in accordance