Exhibit
10.46


 


	
  PRO URO
  CARE INC.

  	
   

  	
  CENTRAL
  BANK

  	
   

  	
   

  	
   

  
	
  6440
  FLYING CLOUD DRIVE

  	
   

  	
  6640 SHADY
  OAK ROAD

  	
   

  	
  Loan
  Number  

  	
  9263150011

  	
   

  
	
  EDEN
  PRAIRIE, MN 55344

  	
   

  	
  EDEN
  PRAIRIE, MN 55344

  	
   

  	
  Date  

  	
  09-23-2009

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Maturity
  Date  

  	
  01-17-2011

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Loan
  Amount  

  	
  $ 100,025.00

  	
   

  
	
  BORROWER’S NAME AND ADDRESS

  	
   

  	
  LENDER’S NAME AND ADDRESS

  	
   

  	
  Renewal Of

  	
   

  
	
  “I”, “me” and “my” means each borrower above, together
  and separately.

  	
   

  	
  “You” and “your” means the lender, its successors
  and assigns.

  	
   

  	
  LO/LP INIT  

  	
  JH/MKO

  	
   

  



 


I promise to pay you, at your address listed above, the PRINCIPAL sum of ONE HUNDRED THOUSAND
TWENTY FIVE AND NO/l00 Dollars $ 100,025.00


 


x          Single Advance: I will receive all of
the loan amount on 09-23-2009. There will be no additional advances under this
note.


 


o            Multiple Advance: The loan amount shown
above is the maximum amount I can borrow under this note. On
               
I will receive $                
and future principal advances are permitted.


 


Conditions:
The conditions for future advances are                



 


 


o            Open End Credit: You and I agree that I
may borrow up to the maximum amount more than one time. All other conditions of
this note apply to this feature. This feature expires on                



 


o            Closed End Credit: You and
I agree that I may borrow up to the maximum only one time (and subject to all
other conditions).


 


INTEREST: I agree to pay interest on the outstanding principal balance from
09-23-2009 at the rate of 6.000% per year until 

09-24-2009


 


x Variable Rate: This rate may then
change as stated below.


 


x Index Rate: The future rate will be 1.000 PERCENT ABOVE the following index rate: THE BASE RATE ON CORPORATE LOANS POSTED BY AT LEAST 70% OF THE 10
LARGEST U.S. BANKS KNOWN AS THE WALL STREET JOURNAL U.S. PRIME RATE.


 


 


o  No Index: The future rate will not be
subject to any internal or external index. It will be entirely in your control.


 


x Frequency and Timing: The
rate on this note may change as often as  EVERY DAY BEGINNING 09-24-2009
           A change in
the interest rate will take effect ON THE SAME DAY


 


x Limitations: During the term of this loan,
the applicable annual interest rate will not be more than N/A% or less than 6.000%.
The rate may not change more than                
% each


 


Effect of Variable Rate: A
change in the interest rate will have the following effect on the payments:


 


x The amount of each scheduled payment will change.                
x The amount of the final payment will change.


 


o


 


ACCRUAL
METHOD: You will calculate interest on a ACTUAl/360 basis.


 


POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing after
maturity, and until paid in full, as stated below:


 


x on the same fixed or variable rate basis in effect before maturity (as
indicated above).


 


o at a rate equal to                



 


x  LATE CHARGE: If I make a payment more
than 10 days after it is due, I agree to pay
a late charge of 5.000% OF THE LATE AMOUNT


 


 


x  ADDITIONAL CHARGES: In addition to
interest, I agree to pay the following charges which                
x are               
o are
not included in the principal amount above: DOCUMENTATION
FEE $20.00 AND CERTIFICATE OF GOOD STANDING $5.00                



 


x  Authority: The interest rate and other charges for this loan
are authorized by.MS 334.01 SUBD 2                



 


PAYMENTS: I agree to pay
this note as follows:


 


15 MONTHLY
INTEREST PAYMENTS RANGING FROM $400.10 TO $516.80 BEGINNING 10-17-2009 AND 1
PAYMENT OF $100,541.80 ON 01-17-2011. THIS IS A VARIABLE RATE LOAN AND THE
PAYMENT AMOUNTS MAY CHANGE. THE FINAL PAYMENT MAY ALSO CHANGE.


 


 


ADDITIONAL
TERMS:


 


 


	
  x  SECURITY:
  This note is separately secured by (describe separate document by type and
  date): CONSUMER SECURITY AGREEMENT AND PERSONAL GUARANTY
  BOTH DATED 09-23-2009

  	
   

  	
  PURPOSE: The purpose of this loan is WORKING CAPITAL

   

  SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON
  PAGE 2). I have received a copy on
  today’s date.

  
	
  (This section. is tor your
  internal use. Failure to list a separate security document does not mean the agreement
  will not secure this note.)

  	
   

  	
  PRO URO CARE INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/Richard B. Thon

  
	
  Signature for Lender

  	
   

  	
  RICHARD B. THON, CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/Jerry Hentges

  	
   

  	
  /s/David F. Koenig

  
	
  JERRY HENTGES, BRANCH PRESIDENT

  	
   

  	
  DAVID F. KOENIG, DIRECTOR /SECRETARY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  UNIVERSAL NOTE

  	
   

  	
   

  



 


1

















 


DEFINITIONS: As used on page 1, “x”means the terms that apply to this loan. “I”, “me” or “my” means each
Borrower who signs this note and each other person or legal entity (including
guarantors, endorsers, and sureties) who agrees to pay this note (together
referred. to as “us”). You or your means the Lender and Its successors and
assigns.


 


APPLlCABLE LAW: Minnesota law controls this note. Any term of this note which violates
Minnesota law is not
effective unless the law permits you and me to agree to a variation.


 


If any provision of this agreement IS unenforceable,
the rest of the agreement
remains in force. I may not change this agreement without your express written
consent. Time IS of the
essence in this agreement.


 


COMMISSIONS OR OTHER REMUNERATION: I
understand and agree that any insurance premiums paid to insurance companies as
part of this note will
Involve money retained by you or paid back to you as commissions or other
remuneration.


 


In addition, I understand and agree that some other
payments to third parties as part of this note may also Involve money retained
by you or paid back to you as commissions or other remuneration.


 


PAYMENTS: You will apply each payment I
make on this note first to any amount l owe you for charges which are neither
interest nor principal. You will apply the rest of each payment to any unpaid
interest, and then to the unpaid principal. If you and I agree to a different
application of payments, we will describe our agreement on this note.


 


I may prepay all or part of this loan without penalty
unless we agree to something different on this note. Any partial prepayment I
make will not excuse or reduce any later scheduled payment until this note is
paid in full (unless, when I make the prepayment, you and I agree in writing to
the contrary).


 


INTEREST: Interest accrues on the
principal remaining unpaid from time to time, until paid in full. If you give
me my loan money in more than one advance, each advance will start to earn
interest only when I receive it.


 


The interest rate in effect on this note at any time will
apply to all the money you advance at that time. Regardless of anything in this
document that might imply otherwise, I will not pay and you will not charge a
rate of interest that is higher than the maximum rate of interest you could charge
under applicable law for the credit you give me (before or after maturity).


 


If you send any erroneous notice of interest, we mutually
agree to correct it. If you collect more interest than the law and this agreement
allow, you agree to refund it to me.


 


INDEX RATE: The index will serve only as a
device for setting the rate on this note. You do not guarantee by selecting
this index, or the margin, that the rate on this note will be the same rate you
charge on any other loans or class of loans to me or other borrowers.


 


ACCRUAL METHOD: You will calculate the
amount of interest I will pay on this loan using the interest rate and accrual
method on page 1 of this note.
When calculating interest, you will use the accrual method to determine the
number of days in a “year.” If you do not state an accrual method, you may use
any reasonable accrual method to calculate interest.


 


POST MATURITY RATE: In
deciding when the “Post Maturity Rate” (on page 1) applies, “maturity” means:
1.) The date of the last scheduled payment indicated on page 1 of this
note, or; 2.) The date you accelerate payment on the note, whichever is
earlier.


 


SINGLE ADVANCE LOANS: If
this is a single advance loan, you and I expect that you will make only one
advance of principal. However, you may add other amounts to the principal if
you make any payments described in the” PAYMENTS BY LENDER” paragraph below.


 


MULTIPLE ADVANCE LOANS: If this
is a multiple advance loan, you and I expect that you will make more than one
advance of principal. If this is closed-end credit, I am not entitled to
additional credit if I repay a part of the principal.


 


PAYMENTS BY LENDER: If you
are authorized to pay, on my behalf, charges I am obligated to pay (such as
property insurance premiums), then you may treat those payments made by you as
advances and add them to the unpaid principal under this note. Or, you may
demand immediate payment of the charges.


 


SET-OFF: You may set off any amount due
and payable under this note against any right I have to receive money from you.


 


“Right to receive money from you” means:


 


(1)   any
deposit account balance I have with you;


 


(2)   any money owed to me on an item presented to
you or in your possession for collection or exchange; and


 


(3)   any repurchase agreement or other nondeposit
obligation.


 


“Any amount due and payable under this note” means the
total amount of which you are entitled to demand payment under the terms of this
note at the time you set off. This total includes any balance the due date for
which you properly accelerate under this note.


 


If someone who has not agreed to pay this note also owns
my right to receive money from you, your set-off right will apply to my
interest in the obligation, and to any other amounts I could withdraw on my
sole request or endorsement.


 


Your set-off right does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.


 


You will not be liable for the dishonor of any check when
the dishonor occurs because you set off this debt against one of my accounts. I
will assume the liability and relieve you of all responsibility for any such
claim that occurs if you set off this debt against one of my accounts.


 


REAL ESTATE OR RESIDENCE
SECURITY: If I am giving you any real estate
or a residence that is personal property, as security for this note, I have
signed a separate security agreement. Default and your remedies for default are
determined by applicable law and by the security agreement. Default and your
remedies may also be determined by the “Default” and paragraphs below, to the
extent they are not prohibited by law or contrary to the security agreement.


 


DEFAULT: l will be in default if any of
the following happen:


 


(1)        I fail to make a payment on time or in the amount due;


 


(2)        I fail
to keep the property insured, if required;


 


(3)        I fail
to pay, or keep any promise, on any debt or agreement I have with you;


 


(4)        any
other creditors of mine try to collect any debt l owe them through court
proceedings;


 


(5)        I die,
am declared incompetent, make an assignment for the benefit of creditors, or
become insolvent (either because my liabilities exceed my assets or I am unable
to pay my debts as they become due);


 


(6)        I make
any written statement or provide any financial information that is untrue or
inaccurate when it was provided;


 


(7)        I do or
fail to do something which causes you to believe that you will have difficulty
collecting the amount l owe you;


 


(8)        any
collateral securing this note is used in a manner or for a purpose which
threatens confiscation by a legal authority;


 


(9)        I change
my name or assume an additional name without first notifying you;


 


(10)  I fail
to plant, cultivate and harvest crops in due season;


 


(11)  any loan
proceeds are used for a purpose that will contribute to excessive erosion of
highly erodible land, or to the conversion of wetlands to produce an
agricultural commodity, as explained in 7 C.F.R. Part 1940, Subpart G,
Exhibit M.


 


REMEDIES: If I am in default on this
note, you have, but are not limited to, the following remedies:


 


(1)        You may
demand immediate payment of everything l owe under this note;


 


(2)        You may
set off this debt against any right I have to the payment of money from you,
subject to the terms of the “ SET-OFF” paragraph;


 


(3)        You may
demand security, additional security, or additional parties to be obligated to
pay this note as a condition for not using any other remedy;


 


(4)        You may
refuse to make advances to me or allow me to make credit purchases;


 


(5)        You may
use any remedy you have under state or federal law.


 


If you choose one of these remedies, you do not give up
your right to use any other remedy later. By waiving your right to declare an
event to be a default, you do not waive your right to later consider the event
as a default if it continues or happens again.


 


COLLECTION COSTS AND ATTORNEY’S FEES: I will
pay all costs of collection, replevin (an action for the recovery of property wrongfully
taken or detained), or any other or similar type of cost if I am in default. In
addition, if you hire an attorney to collect this note, I will pay attorney’s
fees plus court costs (except where prohibited by law). To the extent permitted
by the United States Bankruptcy Code, I will also pay the reasonable attorney’s
fees and costs you are charged to collect this debt as awarded by any court
under the Bankruptcy Code’s jurisdiction.


 


WAIVER: I give up my rights to require
you to:


 


(1)   demand
payment of amounts due (presentment);


 


(2)   obtain official certification of nonpayment
(protest);


 


(3)   give notice that amounts due have not been
paid (notice of dishonor).


 


I waive any defenses I have
based on suretyship or impairment of collateral.


 


OBLIGATIONS INDEPENDENT: I must
pay this note even if someone else has also agreed to pay it (by, for example,
signing this form or a separate guarantee or endorsement).


 


You may sue me alone, anyone else obligated on this note,
or any number of us together, to collect this note. You may do so without any notice
that it has not been paid (notice of dishonor).


 


You may, without notice, release any party to the
agreement without releasing any other party.


 


If you give up any of your rights, with or without
notice, it will not affect my duty to pay this note.


 


Any extension of new credit to any of us, or renewal of
this note by all or less than all of us, will not release me from my duty to
pay it. (Of course, you are entitled to only one payment in full.) You may
extend this note or the debt represented by this note, or any portion of the
note or debt, from time to time without limit or notice. You may do this
without affecting my liability for payment of the note.


 


I will not assign my obligation under this agreement without
your prior written approval.


 


FINANCIAL INFORMATION: I will
provide you, at your request, accurate, correct and complete financial
statements or information you need.


 


NOTICE: Unless otherwise required by
law, you will give any notice to me by delivering it or mailing it by first
class mail to my last known address. My current address is on page 1. I
will inform you in writing of any change in my address. I will give any notice
to you by mailing it first class to your address stated on page 1 of this agreement,
or to any other address you give me.