Exhibit 10.3


 


LOAN AGREEMENT


 


THIS AGREEMENT, dated January 25, 2006 
is made and entered into by and among Adron Holdings, LLC (“Adron”), a
Minnesota limited liability company having its principal offices at 715 Florida
Avenue S., Suite 411, Golden Valley MN 55426, ProUroCare, Inc. (“ProUroCare”),
a Minnesota corporation having its principal offices at One Carlson Parkway,
Suite 214, Plymouth MN 55446, Maury Taylor II (“Taylor”), a Minnesota resident,
and David Koenig (“Koenig”), a Minnesota resident..


 


WHEREAS, Ron Musich (“Musich”) and Adrian Johnson (“Johnson”) are
Governors of Adron and jointly hold total ownership of Adron through entities
which they own or control; and


 


WHEREAS, Musich and Johnson are each personal guarantors of a $300,000
loan which ProUroCare has with Venture Bank (“Bank Loan”); and


 


WHEREAS, ProUroCare is delinquent in the payment of interest owed to
Venture Bank on the Bank Loan; and


 


WHEREAS, ProUroCare desires to enter into an Agreement with Adron
whereby ProUroCare can secure additional funds to, in part, assist ProUroCare
in meeting its continued


obligations owed on the Bank Loan, and


 


WHEREAS, Taylor and Koenig each desire to personally guarantee a
portion of the obligations of ProUroCare under this Agreement;


 


THE PARTIES AGREE AS FOLLOWS:


 


1. Adron agrees to loan to ProUroCare an amount of Twenty Three
Thousand Dollars and No Cents ($23,000.00), receipt of which is acknowledged by
ProUroCare. ProUroCare agrees to repayment of this amount pursuant to the
Promissory Note which is attached as Exhibit A.


 


2. As consideration for the Promissory Note in addition to the amounts
to be paid pursuant to the terms of the attached Promissory Note, ProUroCare
agrees to issue to Adron a 50,000 warrant to acquire 50,000 shares of
ProUroCare common stock, each exercisable at $.50 per warrant, with an
expiration date of five years from the date of issuance.


 


3. ProUroCare agrees that, in the event ProUroCare defaults under the
terms of the Promissory Note, including the failure to pay any of the amounts
due and payable under such Note, ProUroCare will issue to Adron an additional
warrant to acquire 50,000 shares of ProUroCare common stock, each exercisable
at $.50 per share, with an expiration date of five years from the date of
issuance. This right to receive warrants shall be in addition to any remedies
available to Adron to enforce the terms of the Note and/or personal guaranties
of Taylor and/or Koenig, and to enforce any other rights Adron may have against
any of the parties, including any relating to the Bank Loan.


 

















 


5. Taylor and Koenig each agrees to personally guarantee one half of
the obligations of ProUroCare under the Promissory Note, as evidenced by the
Personal Guaranties attached as Exhibit B.


 


6. This Agreement shall be governed by the laws of the State of
Minnesota and any litigation commenced to enforce the terms of this Agreement
and/or those of either the Promissory Note or the Revolving Credit Note shall
be brought in Hennepin County, Minnesota.


 


7. This Agreement may not be assigned by ProUroCare without the written
consent of Adron.


 


 


	
  ProUroCare, Inc.

  
	
   

  
	
  By

  	
    /s/Richard b.
  Thon

  	
   

  
	
  Its

  	
  CFO

  	
   

  
	
   

  
	
   /s/ Maury Taylor II

  	
   

  
	
  Maury Taylor II

  
	
   

  
	
   /s/ David F. Koenig

  	
   

  
	
  David Koenig

  
	
   

  
	
  Adron Holdings, LLC

  
	
   

  
	
  By

  	
   /s/ Adrian Johnson

  	
   

  
	
    Its Chief
  Manager