**Exhibit 10.3**

 

**PROMISSORY NOTE**

 
| $150,000 |   | Minneapolis,  Minnesota |
|----------|--------|-------------------------|

 

FORVALUE RECEIVED, ProUroCare Medical Inc., its successors and permittedassigns (the “Purchaser”), promises to pay to Profile L.L.C., its successorsand permitted assigns (the “Seller”), in lawful money of the United States, theprincipal sum of One Hundred Fifty Thousand Dollars ($150,000.00), togetherwith interest, accruing as of the date hereof, on the unpaid principal balancehereof at the annual rate of ten percent (10%) prior to the Maturity Date asspecified in Section 1 below and eighteen percent (18%) thereafter.  Interest will be computed on the basis of theactual number of days elapsed in a year consisting of 365 days.

 

ThisPromissory Note (the “Note”) is the Purchaser’s Promissory Note referred to in,and arising out of, that certain Asset Purchase Agreement, dated as of April 3,2008, between the Purchaser and the Seller (the “Purchase Agreement”).  This Note is subject to, and governed by, theterms and conditions of the Purchase Agreement, which terms and conditions areincorporated herein by reference and made a part hereof with the same force andeffect as if such terms and conditions were fully stated.

 

1.             Maturity.  This Note (principal plus accrued and unpaidinterest) becomes due and payable in full in Five (5) business daysfollowing the close of a public offering of equity in Purchaser or August 29,2008, whichever first occurs (the “Maturity Date”).  Purchaser may prepay this Note at any timewithout incurring any penalty.  Unlessotherwise agreed or required by applicable law, payments will be applied firstto any accrued unpaid interest and then to principal.

 

2.             Successor Interests.  The terms of this Note shall be binding uponPurchaser, and upon Purchaser’s successors and assigns, and shall inure to thebenefit of Seller and their successors and assigns.

 

3.             General Provisions.  Seller may delay or forgo enforcing any ofits rights or remedies under this Note without losing them.  Purchaser waives presentment, demand forpayment, and notice of dishonor.

 

4.             Governing Law andJurisdiction.   This Noterepresents a debt obligation negotiated, executed and to be performed in theState of Minnesota and will be construed, interpreted and governed in allrespects including, without limitation, with respect to performance, effect andremedies, by the internal laws of said state, without regard to the laws ofconflict of any jurisdiction.

 

ThePurchaser hereby consents to the personal jurisdiction of the state and federalcourts located in the State of Minnesota in connection with any controversyrelated to this Note, and waives any argument that venue in such forums is notconvenient.

 

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5.             Assets as Security for Note.  This Note is made in conjunction with andsubject to the terms and conditions of a Security Agreement (the “SecurityAgreement”) of even date herewith on the Patents/Applications and Know-how (“Assets”)described on Exhibit A to the Purchase Agreement.

 

6.             Default and Remedies UponEvent of Default.  An “Eventof Default” shall be deemed to occur if and when this Note is not fully paid atthe Maturity Date.  If Purchaser has notcured any such Event of Default within forty five (45) days thereafter, thenSeller may exercise or enforce its rights against the Assets, which rightsshall encompass:

 

a)             The Purchaser delivering tothe Seller:

 

1)             A bill of sale transferringto Seller all of the Assets set forth in Exhibit A plus an assignmentassigning to Seller all of the Assets set forth in Exhibit A; and

 

b)            Purchaser renouncing any andall right to recoup any monies theretofor paid to Seller for such Assets.

 
|   |   | PURCHASER:                     |
|--------|--------|--------------------------------|
|   |   |                           |
|   |   |                           |
|   |   | ProUroCare  Medical, Inc. |
|   |   |                           |
|   |   |                           |
|   |   | By:                            |   /s/  Richard Carlson |

 

 

Accepted:

 

ProfileL.L.C.

 

 
| By:    |   /s/  Stanley L. Graves |   |
|--------|------------------------------------|--------|
|   |
|   |
| Dated: |                               |   |
|        |                                    |        |  |

 

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