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PROMISSORY NOTE

Promissory Note

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This Promissory Note involves

PROUROCARE MEDICAL INC.

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Title: PROMISSORY NOTE
Date: 8/14/2009

PROMISSORY NOTE, Parties: prourocare medical inc.
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Exhibit 10.1

 

LOAN NUMBER

 

LOAN NAME

 

ACCT. NUMBER

 

NOTE DATE

 

INITIALS

 

 

 

 

 

 

 

 

 

4090817

 

PROUROCARE MEDICAL, INC

 

 

 

06/12/09

 

KRH

NOTE AMOUNT

 

INDEX (w/Margin)

 

RATE

 

MATURITY DATE

 

LOAN PURPOSE

$100,000.00

 

Wall Street Journal Prime plus

 

6.000%

 

03/28/10

 

Commercial

 

 

1.000%

 

 

 

 

 

 

 

Creditor Use Only

 

PROMISSORY NOTE

(Commercial - Single Advance)

 

DATE AND PARTIES. The date of this Promissory Note (Note) is June 12, 2009. The parties and their addresses are:

 

LENDER:

CROWN BANK

6600 France Avenue South Ste 125

Edina, Minnesota 55435

Telephone:                (952) 285-5800

 

BORROWER:

PROUROCARE MEDICAL INC.

a Nevada Corporation

6440 FLYING CLOUD DRIVE #101

EDEN PRAIRIE, Minnesota 55344

 

PRO URO CARE, INC.

a Minnesota Corporation

6440 FLYING CLOUD DRIVE #101

EDEN PRAIRIE, Minnesota 55344

 

1. DEFINITIONS. As used in this Note, the terms have the following meanings:

 

A. Pronouns. The pronouns “I,” “me,” and “my” refer to each Borrower signing this Note, individually and together. “You” and “Your” refer to the Lender.

B. Note. Note refers to this document, and any extensions, renewals, modifications and substitutions of this Note.

C. Loan. Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this transaction such as applications, security agreements, disclosures or notes, and this Note,

D. Loan Documents. Loan Documents refer to all the documents executed as a part of or in connection with the Loan,

E. Property. Property is any property, real, personal or intangible, that secures my performance of the obligations of this Loan.

F. Percent. Rates and rate change limitations are expressed as annualized percentages.

 

2. PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, the principal sum of $100,000.00 (Principal) plus interest from June 12, 2009 on the unpaid Principal balance until this Note matures or this obligation is accelerated.

 

3. INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 6.000 percent (Interest Rate) until June 13, 2009, after which time it may change as described in the Variable Rate subsection,

 

A. Interest After Default. If you declare a default under the terms of the Loan, including for failure to pay in full at maturity, you may increase the Interest Rate otherwise payable as described in this section. In such event, interest will accrue on the unpaid Principal balance of this Note at a rate equal to the rate in effect prior to default, plus 2.000 percent. until paid in full.

B. Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Note will be limited to the maximum lawful amount of interest allowed by state or federal law, whichever is greater. Amounts collected in excess of the maximum lawful amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to me.

C. Statutory Authority. The amount assessed or collected on this Note is authorized by the Minnesota usury laws under Minn. Stat. t 47.59.

D. Accrual. Interest accrues using an Actual/36D days counting method.

E. Variable Rate. The Interest Rate may change during the term of this transaction,

 

(1) Index. Beginning with the first Change Date, the Interest Rate will be based on the following index: the base rate on corporate loans posted by at least 75% of the 30 largest U.S. banks known as the Wall Street Journal U.S. Prime Rate.

The Current Index is the most recent index figure available on each Change Date. You do not guaranty by selecting this Index, or the margin, that the Interest Rate on this Note will be the same rate you charge on any other loans or class of loans you make to me or other borrowers, If this Index is no longer available, you will substitute a similar index. You will give me notice of your choice.

(2) Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change March 1, 2009 and daily thereafter.

(3) Calculation Of Change. On each Change Date you will calculate the Interest Rate, which will be the Current Index plus 1.000 percent. The result of this calculation will be rounded up to the nearest .001 percent. Subject to any limitations, this will be the Interest Rate until the next Change Date. The new Interest Rate will become effective on each Change Date. The Interest Rate and other charges on this Note will never exceed the highest rate or charge allowed by law for this Note.

(4) Limitations, The Interest Rate changes are subject to the following limitations:

(a) Lifetime. The Interest Rate will never be less than 6.000 percent.

(5) Effect Of Variable Rate. A change in the Interest Rate will have the following effect on the payments: The amount of scheduled payments and the amount of the final payment will change.

 

4. REMEDIAL CHARGES. In addition to interest or other finance charges, I agree that I will pay these additional fees based on my method and pattern of payment. Additional remedial charges may be described elsewhere in this Note.

 

A. Late Charge. If a payment is more than 10 days late, I will be charged 5.000 percent of the Unpaid Portion of Payment, I will pay this late charge promptly but only once for each late payment. This amount may then increase so as to always be the highest amount allowed by law under Minnesota Statutes 47.59.

 

5. PAYMENT. I agree to pay this Note in installments of accrued interest beginning June 28, 2009, and then on the 28th day of each month thereafter, I agree to pay the entire unpaid Principal and any accrued but unpaid interest on March 28, 2010.

 

Payments will be rounded up to the nearest $01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day will, instead, be made on the last day of such month.

 

Each payment I make on this Note will be applied first to interest that is due then to principal that is due, and finally to any charges that I owe other than principal and interest. If you and I agree to a different application of payments, we will describe our agreement on this Note. You may change how payments are applied in your sole discretion without notice to me. The actual amount of my final payment will depend on my payment record.

 

6. PREPAYMENT. I may prepay this Loan in full or in part at any time.  Any partial prepayment will not excuse any later scheduled payments until I pay in full.

 

7. LOAN PURPOSE. The purpose of this Loan is BRIDGE FINANCING.

 

8. ADDITIONAL TERMS.  THE BORROWER IS REQUIRED TO SUBMIT A TAX RETURN ON AN ANNUAL BASIS.

 

GUARANTOR IS REQUIRED TO SUBMIT A PERSONAL FINANCIAL STATEMENT AND TAX RETURN ON AN ANNUAL BASIS.

 

9. SECURITY.  This loan is secured by separate instruments prepared together with this Note as follows:

 



 

Document Name

 

Parties to Document

Security Agreement. PROUROCARE MEDICAL INC.

 

PROUROCARE MEDICAL INC.

 

10. DEFAULT. I will be in default if any of the following occur:

 

A. Payments. I fail to make a payment in full when due.

B. Insolvency or Bankruptcy. The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co-signer, endorser, surety or guarantor of this Agreement or any other obligations I have with you.

C. Business Termination. I merge, dissolve, reorganize, end my business or existence, or a partner or majority owner dies or is declared legally incompetent.

D. New Organizations.  Without your written consent, I organize, merge into, or consolidate with an entity; acquire all or substantially all of the assets of another; materially change the legal structure, management, ownership or financial condition; or effect or enter into a domestication, conversion or interest exchange.

E. Failure to Perform. I fail to perform any condition or to keep any promise or covenant of this Agreement.

F. Other Documents. A default occurs under the terms of any other Loan Document.

G. Other Agreements. I am in default on any other debt or agreement I have with you.

H. Misrepresentation. I make any ver


 
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