**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 Ste125

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 thisNote, the terms have the following meanings:

 

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

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

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

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

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

F.Percent. Rates and rate change limitations are expressed as annualizedpercentages.

 

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

 

3. INTEREST. Interest will accrueon the unpaid Principal balance of this Note at the rate of 6.000 percent (InterestRate) until June 13, 2009, after which time it may change as described inthe 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 InterestRate otherwise payable as described in this section. In such event, interestwill accrue on the unpaid Principal balance of this Note at a rate equal to therate 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 theterms of this Note will be limited to the maximum lawful amount of interestallowed by state or federal law, whichever is greater. Amounts collected inexcess of the maximum lawful amount will be applied first to the unpaidPrincipal balance. Any remainder will be refunded to me.

C.Statutory Authority. The amount assessed or collected on this Note isauthorized 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 thistransaction,

 

(1) Index.Beginning with the first Change Date, the Interest Rate will be based on thefollowing index: the base rate on corporate loans posted by at least 75% of the30 largest U.S. banks known as the Wall Street Journal U.S. Prime Rate.

TheCurrent 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 InterestRate on this Note will be the same rate you charge on any other loans or classof loans you make to me or other borrowers, If this Index is no longeravailable, you will substitute a similar index. You will give me notice of yourchoice.

(2) ChangeDate. 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) CalculationOf Change. On each Change Date you will calculate the Interest Rate, which willbe the Current Index plus 1.000 percent. The result of this calculation will berounded up to the nearest .001 percent. Subject to any limitations, this willbe the Interest Rate until the next Change Date. The new Interest Rate willbecome effective on each Change Date. The Interest Rate and other charges onthis Note will never exceed the highest rate or charge allowed by law for thisNote.

(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) EffectOf Variable Rate. A change in the Interest Rate will have the following effecton the payments: The amount of scheduled payments and the amount of the finalpayment will change.

 

4. REMEDIAL CHARGES. In addition tointerest or other finance charges, I agree that I will pay these additionalfees based on my method and pattern of payment. Additional remedial charges maybe described elsewhere in this Note.

 

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

 

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

 

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

 

Each payment I make on this Notewill 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 youand I agree to a different application of payments, we will describe ouragreement on this Note. You may change how payments are applied in your solediscretion without notice to me. The actual amount of my final payment willdepend on my payment record.

 

6. PREPAYMENT. I may prepay thisLoan in full or in part at any time.  Anypartial prepayment will not excuse any later scheduled payments until I pay infull.

 

7. LOAN PURPOSE. The purpose ofthis Loan is BRIDGE FINANCING.

 

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

 

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

 

9. SECURITY.  This loan is secured by separate instrumentsprepared 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 relieflaw, the assignment for the benefit of creditors by or on behalf of, thevoluntary or involuntary termination of existence by, or the commencement ofany proceeding under any present or future federal or state insolvency,bankruptcy, reorganization, composition or debtor relief law by or against meor any co-signer, endorser, surety or guarantor of this Agreement or any otherobligations I have with you.

C.**BusinessTermination. I merge, dissolve, reorganize, end my business or existence, or apartner or majority owner dies or is declared legally incompetent.

D. New Organizations.  Withoutyour written consent, I organize, merge into, or consolidate with an entity;acquire all or substantially all of the assets of another; materially changethe legal structure, management, ownership or financial condition; or effect orenter into a domestication, conversion or interest exchange.

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

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

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

H. Misrepresentation. I make any verbal or written statement or provideany financial information that is untrue, inaccurate, or conceals a materialfact at the time it is made or provided.

I. Judgment. I fail to satisfy or appeal any judgment against me.

J. Forfeiture. The Property is used in a manner or for a purpose thatthreatens confiscation by a legal authority,

K. Name Change. I change my name or assume an additional name withoutnotifying you before making such a change,

L. Property Transfer. I transfer all or a substantial part of my moneyor property.

M. Property Value. You determine in good faith that the value of theProperty has declined or is impaired.

N. Material Change. Without first notifying you, there is a materialchange in my business, including ownership, management, and financialconditions.

O. Insecurity. You determine in good faith that a material adversechange has occurred in my financial condition from the conditions set forth inmy most recent financial statement before the date of this Agreement or thatthe prospect for payment or performance of the Loan is impaired for any reason.

 

11. DUE ON SALE OR ENCUMBRANCE. Youmay, at your option, declare the entire balance of this Note to be immediatelydue and payable upon the creation *of,*orcontract for the creation of, any lien, encumbrance, transfer or sale of all orany part of the Property. This right is subject to the restrictions imposed byfederal law 112 C.F.R. 5911, as applicable. However, if I am in default underthis Agreement, I may not sell the inventory portion of the Property even inthe ordinary course of business,

 

12. WAIVERS AND CONSENT**.**Tothe extent not prohibited by law, I waive protest, presentment for payment,demand, notice of acceleration, notice of intent to accelerate and notice ofdishonor.

 

A.Additional Waivers By Borrower. In addition, I, and any party to this Note andLoan, to the extent permitted by law, consent to certain actions you may take,and generally waive defenses that may be available based on these actions orbased on the status of a party to this Note.

 

(1) Youmay renew or extend payments on this Note, regardless of the number of suchrenewals or extensions.

(2) Youmay release any Borrower, endorser, guarantor, surety, accommodation maker orany other co-signer.

(3) youmay release, substitute or impair any Property securing this Note.

(4) You,or any institution participating in this Note, may invoke your right ofset-off.

(5) Youmay enter into any sales, repurchases or participations of this Note to anyperson in any amounts and I waive notice of such sales, repurchases orparticipations.

(6) Iagree that any of us signing this Note as a Borrower is authorized to modifythe terms of this Note or any instrument securing, guarantying or relating tothis Note.

(7) Iagree that you may inform any party who guarantees this Loan of any Loanaccommodations, renewals, extensions, modifications, substitutions or futureadvances.

 

B.No Waiver By Lender. Your course of dealing, or your forbearance from, or delayin, the exercise of any of your rights, remedies, privileges or right to insistupon my strict performance of any provisions contained in this Note, or anyother Loan Document, shall not be construed as a waiver by you, unless any suchwaiver is in writing and is signed by you.

 

13. REMEDIES. After I default,you may at your option do any one or more of the following.

 

A. Acceleration. You may make all or any part of the amount owing by theterms of the Loan immediately due.

B. Sources. You may use any and all remedies you have under state orfederal law or in any Loan Document.

C. Insurance Benefits. You may make a claim for any and all insurancebenefits or refunds that may be available on my default.

D. Payments Made On My Behalf. Amounts advanced on my behalf will beimmediately due and may be added to the balance owing under the terms of the Loan,and accrue interest at the highest post-maturity interest rate.

E. Set-Off. You may use the right of set-off. This means you may set-offany amount due and payable under the terms of the Loan against any right I haveto receive money from you.

 

My right to receive money from you includes any deposit or share accountbalance I have with you; any money owed to me on an item presented to you or inyour possession for collection or exchange; and any repurchase agreement orother non-deposit obligation. “Any amount due and payable under the terms ofthe Loan” means the total amount to which you are entitled to demand paymentunder the terms of the Loan at the time you set-off.

 

Subject to any other written contract, if my right to receive money fromyou is also owned by someone who has not agreed to pay the Loan, your right ofset- off will apply to my interest in the obligation and to any other amounts Icould withdraw on my sole request or endorsement.

 

Your right of set-off does not apply to an account or other obligationwhere my rights arise only in a representative capacity. It also does not applyto any Individual Retirement Account or other tax-deferred retirement account.

 

You will not be liable for the dishonor of any check when the dishonoroccurs because you set-off against any of my accounts. I agree to hold youharmless from any such claims arising as a result of your exercise of yourright of set-off.

 

F. Waiver. Except as otherwise required by law, by choosing any one ormore of these remedies you do not give up your right to use any other remedy.You do not waive a default if you choose not to use a remedy. By electing notto use any remedy, you do not waive your right to later consider the event adefault and to use any remedies if the default continues or occurs again,

 

14.COLLECTION EXPENSES AND ATTORNEYS’ FEES. On or after Default, to the extentpermitted by law, I agree to pay all expenses of collection, enforcement orprotection of your rights and remedies under this Agreement or any other LoanDocument, Expenses include, but are not limited to, attorneys’ fees, courtcosts and other legal expenses. If not paid immediately, these expenses willbear interest from the date of payment until paid in full at the highestinterest in effect as provided in the terms of this Loan. All fees and expenseswill be secured by the Property I have granted to you, if any. In addition, tothe extent permitted by the United States Bankruptcy Code, I agree to pay thereasonable attorneys’ fees incurred by you to protect your rights and interestsin connection with any bankruptcy proceedings initiated by or against me.

 

15. COMMISSIONS. I understand andagree that you or your affiliate will earn commissions or fees on any insuranceproducts, and may earn such fees on other services that I buy through you oryour affiliate.

 

16.WARRANTIES AND REPRESENTATIONS. I make to you the following warranties andrepresentations which will continue as long as this Loan is in effect:

 

A. Power. I am duly organized, and validly existing and in good standingin all jurisdictions in which I operate. I have the power and authority toenter into this transaction and to carry on my business or activity as it isnow being conducted and, as applicable, am qualified to do so in each jurisdictionin which I operate.

B. Authority. The execution, delivery and performance of this Loan andthe obligation evidenced by the Note are within my powers, have been dulyauthorized, have received all necessary governmental approval, will not violateany provision of law, or order of court or governmental agency, and will notviolate any agreement to which I am a party or to which I am or any of myproperty is subject.

C. Business Name. Other than previously disclosed in writing to you Ihave not changed my name or principal place of business within the last 10years and have not used any other trade or fictitious name. Without your priorwritten consent, I do not and will not use any other name and will preserve myexisting name, trade names and franchises.

 

17. INSURANCE. I agree toobtain the insurance described in this Loan Agreement.

 

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A. PropertyInsurance. I will insure or retain insurance coverage on the Property and abideby the insurance requirements of any security instrument securing the Loan.

B. InsuranceWarranties. I agree to purchase any insurance coverages that are required, inthe amounts you require, as described in this or any other documents I sign forthe Loan. I will provide you with continuing proof of coverage. I will buy orprovide insurance from a firm licensed to do business in the State where theProperty is located. If I buy or provide the insurance from someone other thanyou, the firm will be reasonably acceptable to you. I will have the insurancecompany name you as loss payee on any insurance policy. You will apply theinsurance proceeds toward what l owe you on the outstanding balance. I agreethat if the insurance proceeds do not cover the amounts I still owe you, I willpay the difference. I will keep the insurance until all debts secured by thisagreement are paid. If I want to buy the insurance from you, I have signed aseparate statement agreeing to this purchase.

 

18. APPLICABLE LAW. This Note isgoverned by the laws of Minnesota, the United States of America, and to theextent required, by the laws of the jurisdiction where the Property is located,except to the extent such state laws are preempted by federal law. In the eventof a dispute, the exclusive forum, venue and place of jurisdiction will be inMinnesota, unless otherwise required by law.

 

19. JOINT AND INDIVIDUAL LIABILITYAND SUCCESSORS. My obligation to pay the Loan is independent of the obligationof any other person who has also agreed to pay it. You may sue me alone, oranyone else who is obligated on the Loan, or any number of us together, tocollect the Loan. Extending the Loan or new obligations under the Loan, willnot affect my duty under the Loan and I will still be obligated to pay theLoan. This Note shall inure to the benefit of and be enforceable by you andyour successors and assigns and shall be binding upon and enforceable againstme and my personal representatives, successors, heirs and assigns.

 

20. AMENDMENT, INTEGRATION ANDSEVERABILITY. This Note may not be amended or modified by oral agreement. Noamendment or modification of this Note is effective unless made in writing andexecuted by you and me. This Note and the other Loan Documents are the completeand final expression of the agreement. If any provision of this Note isunenforceable, then the unenforceable provision will be severed and theremaining provisions will still be enforceable.  No present or future agreement securing anyother debt I owe you will secure the payment of this Loan if, as a result, thisLoan would become subject to Section 670 of the John Warner NationalDefense Authorization Act for Fiscal Year 2007.

 

21. INTERPRETATION. Whenever used,the singular includes the plural and the plural includes the singular. Thesection headings are for convenience only and are not to be used to interpretor define the terms of this Note.

 

22. NOTICE, FINANCIAL REPORTS ANDADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will begiven by delivering it or mailing it by first class mail to the appropriateparty’s address listed in the DATE AND PARTIES section, or to any other addressdesignated in writing. Notice to one Borrower will be deemed to be notice toall Borrowers. I will inform you in writing of any change in my name, addressor other application information. I agree to sign, deliver, and file anyadditional documents or certifications that you may consider necessary toperfect, continue, and preserve my obligations under this Loan and to confirmyour lien status on any Property. Time is of the essence.

 

23. CREDIT INFORMATION. I agree tosupply you with whatever information you reasonably request. You will makerequests for this information without undue frequency, and will give mereasonable time in which to supply the information.

 

24. ERRORS AND OMISSIONS. I agree, if requested by you, to fullycooperate in the correction, if necessary, in the reasonable discretion of youof any and all loan closing documents so that all documents accurately describethe loan between you and me. I agree to assume all costs including by way ofillustration and not limitation, actual expenses, legal fees and marketinglosses for failing to reasonably comply with your requests within thirty (30)days.

 

25. SIGNATURES. By signing, I agreeto the terms contained in this Note. I also acknowledge receipt of a copy ofthis Note.

 
| **BORROWER:** | ** **              |
|---------------|-------------------------|
|          |                    |   |
|          | PROUROCARE MEDICAL INC. |
|          |                    |   |
|          |                    | By | /s/ RICHARD C. CARLSON |   |
|          |                    | RICHARD C. CARLSON, CEO |
|          |                    |   |
|          | PRO URO CARE, INC.      |
|          |                    |   |
|          |                    | By | /s/ RICHARD C. CARLSON |   |
|          |                    | Authorized signer |

 

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