**Exhibit10.46****SECURED CONVERTIBLE PROMISSORY NOTE**$400,000 June 1, 2007     **FOR VALUE RECEIVED**, the undersigned, **Sutura, Inc.**, a Delaware corporation (the “***Maker***”),hereby promises to pay to the order of **Synapse Capital, LLC,**as agent, a California limitedliability company, or its assigns (the “***Payee***”), at such place as the Payee may designate inwriting, the principal sum of Four Hundred Thousand Dollars ($400,000) under the terms set forthherein. On March 5, 2007, Maker entered into a series of Notes (each a “***March 2007 Note***” andtogether the “***March 2007 Notes***”) with Whitebox Hedged High Yield Partners, L.P., Pandora SelectPartners, L.P., Whitebox Convertible Arbitrage Partners, L.P., and Whitebox Intermarket Partners,L.P. (each a “***Whitebox Party***” and, collectively, the “***Whitebox Parties***”),as provided forunder Section 6.4 of the Purchase Agreement of December, 13 2006, whereby Maker entered into aseries of Notes with the Whitebox Parties and the other purchasers named therein (each a ***“December2006 Note”****and, collectively,*the ***“December 2006 Notes”***). On September 7, 2005, Maker entered intoa series of Notes with the Whitebox Parties and the other purchasers named therein (each a***“September 2005 Note”****and, collectively,*the ***“September 2005 Notes”***). On March 25, 2005, Makerentered into a series of Notes with the Whitebox Parties and the other purchasers named therein(each a ***“March 2005 Note”****and, collectively,*the ***“March 2005 Notes”***). On September 17, 2004, Makerentered into a series of Notes with the Whitebox Parties and the other purchasers named therein(each a ***“September 2004 Note”****and, collectively,*the ***“September 2004 Notes”***). The March 2007Notes, December 2006 Notes, September 2005 Notes, March 2005 Notes and the September 2004 Notesshall each be referred to herein as a ***“Series Note”***and collectively, together, as the “***SeriesNotes”***. As used herein, the terms ***“Whitebox Party”***and ***“Whitebox Parties”***shall also include theother purchasers of the various Series Notes referred to above.1. **Interest**. The unpaid principal balance hereof from time to time outstanding shall bearinterest from the date hereof at the rate of eight percent (8%) per annum.2. **Payment**. Except as otherwise provided herein, and subject to any default hereunder, theprincipal and interest hereof is payable as follows:     (a) Interest only is payable in cash or stock (as provided below) quarterly in arrears on thelast day of each calendar quarter, beginning June 30, 2007. The parties hereby agree that theMaker may pay interest due hereunder, or any portion thereof, by issuing to the Payee fully paidand nonassessable shares of Maker’s Common Stock, par value $0.001 per share in lieu of cash. Thenumber of shares of Common Stock issuable upon payment of any portion of an interest paymenthereunder in stock shall be computed by dividing each such applicable portion of the interestpayment to be paid in shares of Common Stock by the Interest Conversion Rate (as defined below) ineffect at such time. The Maker shall not pay any portion of interest due hereunder in a form otherthan cash unless an equal proportion of interest due has been paid in such form on all the SeriesNotes.
 

 
     (b) The “***Interest Conversion Rate***” shall be equal to the greater of (A) $0.08 per share; or(B) the average of the daily closing bid prices for the Maker’s Common Stock over a period of 30consecutive Trading Days. The last day of such 30 day period will be the Trading Day immediatelyprior to the day in which an interest payment is due. A “***Trading Day***” is (x) a day on which theCommon Stock is traded on the New York Stock Exchange, the American Stock Exchange, the NASDAQNational Market, the NASDAQ SmallCap Market or OTC Bulletin Board (all “**Trading Markets**”), or (y)if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quotedin the over-the-counter market as reported by the Pink Sheets, LLC (or any similar organization oragency succeeding to its function of reporting prices). In the event the Maker and any WhiteboxParty agree to a lower interest conversion rate on any outstanding Series Note, then the InterestConversion Rate hereunder shall equal such lower rate on such Series Note. The lower rate referredto in the foregoing sentence shall exclude the current rate on the March 2007 Notes and theDecember 2006 Notes and any lowered rate as may be required by the terms of any additionalfinancing of the Maker by a Whitebox Party, provided that Payee has been permitted to participateup to its pro rata portion of such additional financing based on the unpaid principal and accruedinterest of this Note as it bears to the total amount of unpaid principal and accrued interest ofthis Note together with all Whitebox Party notes.     (c) On December 1, 2008 (the ***“Maturity Date”***), the remaining outstanding principal balance ofthis Note will be due and payable in cash, together with all then-accrued but unpaid interest.     (d) Except as provided herein, the Maker will have no right of early prepayment on this Note.In the event that the Maker and any Whitebox Party agree to the prepayment of any portion of any ofthe Series Notes or any other note issued to a Whitebox Party prior to the scheduled or extendeddue date of such note, then Payee shall have the right (but not the obligation) to require theprepayment of such pro rata portion of outstanding principal and/or accrued interest of this Notebased on the total to be prepaid under the relevant Series Note(s) and other Whitebox note(s) as itbears to the total amount of unpaid principal and accrued interest of the Series Notes and otherWhitebox note(s). Any payments made pursuant to the acceleration of a note that is in defaultshall be considered a prepayment that is subject to the foregoing sentence.3. **Conversion**.     (a) At any time while any portion of the principal or interest of this Note is outstanding,the Payee may give the Maker written notice (the “***Payee Notice***”) of its intention to convert all orany portion of the outstanding principal and/or accrued but unpaid interest on this Note intoshares of the Maker’s Common Stock based on a conversion rate as described below (the “***ConversionRate***”). The number of shares of Common Stock issuable upon payment of any portion of theoutstanding principal and/or accrued but unpaid interest on this Note shall be computed bydividing each such applicable portion of the payment to be paid in shares of Common Stock by theConversion Rate in effect at the close of business on the date prior to the date on which the PayeeNotice is sent. Upon receipt of the Payee Notice, the Maker shall
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immediately cause certificates dated the Payee Notice date and representing these shares to bedelivered to Payee within 20 days of, and payment shall be deemed to have been made on, the date ofthe Payee Notice.     (b) The Conversion Rate shall initially be equal to $0.15. In the event the Maker and anyWhitebox Party agree to a lower conversion rate on any outstanding Series Note, then the ConversionRate hereunder shall equal such lower rate on such Series Note. The lower rate referred to in theforegoing sentence shall exclude the current rate on the March 2007 Notes and the December 2006Notes and any lowered rate as may be required by the terms of any additional financing of the Makerby a Whitebox Party, provided that Payee has been permitted to participate up to its pro rataportion of such additional financing based on the unpaid principal and accrued interest of thisNote as it bears to the total amount of unpaid principal and accrued interest of this Note togetherwith all Whitebox Party notes.     (c) The Conversion Rate (and, as applicable, the factors above used to compute it) shall beadjusted proportionally for any subsequent stock dividend or split, stock combination or othersimilar recapitalization, reclassification or reorganization of or affecting Maker’s Common Stock.In case of any consolidation or merger to which the Maker is a party other than a merger orconsolidation in which the Maker is the continuing corporation, or in case of any sale orconveyance to another corporation of the property of the Maker as an entirety or substantially asan entirety, or in the case of any statutory exchange of securities with another corporation(including any exchange effected in connection with a merger of a third corporation into theMaker), then instead of receiving shares of Maker’s Common Stock, Payee shall have the rightthereafter to receive the kind and amount of shares of stock and other securities and propertywhich the Payee would have owned or have been entitled to receive immediately after suchconsolidation, merger, statutory exchange, sale or conveyance had the same portion of this Notebeen paid or converted immediately prior to the effective date of such consolidation, merger,statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustmentshall be made in the application of the provisions set forth in this Section with respect to therights and interests thereafter of the Payee, to the end that the provisions set forth in thisSection shall thereafter correspondingly be made applicable, as nearly as may reasonably be, inrelation to any shares of stock and other securities and property thereafter deliverable inconnection with this Note. The provisions of this subsection shall similarly apply to successiveconsolidations, mergers, statutory exchanges, sales or conveyances.     (d) Notwithstanding the preceding, if at any time while any portion of the principal orinterest of this Note is outstanding, any or all of the Whitebox Parties provide Maker with writtennotice (the “***Whitebox Notice***”) of their intention to convert all or any portion of the outstandingprincipal and/or accrued but unpaid interest of all or any of the Series Notes that has aconversion rate equal to or higher than the Conversion Rate on this Note, then such Whitebox Noticeshall constitute a Payee Notice hereunder (without any further action of Payee) to convert such prorata portion of outstanding principal and/or accrued interest of this Note based upon the total tobe converted pursuant to the Whitebox Notice as it bears to the total amount of unpaid principaland accrued interest of the Series Notes that have a conversion rate equal to or higher than theConversion Rate on this Note. Upon its receipt of any Whitebox Notice, Maker shall give promptnotice of such receipt to Payee.
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     (e) Any Common Stock issued in payment of all or any portion of the outstanding principaland/or accrued but unpaid interest on this Note shall have those registration rights set forth forPayee in the Registration Rights Agreement of even date herewith by and among Maker, Payee andcertain other parties thereto.4. **Security**. The full and timely payment of this Note shall be secured by that certainFifth Amended Security Agreement and Fifth Amended Patent and Trademark Security Agreement, each ofthis date (together, the “***Security Agreements***”), covering all of Maker’s assets. Except asotherwise may be permitted by the Security Agreements, the security interest granted under theSecurity Agreements shall be a first priority security interest subordinate to no other securedrights, but shared with the holders of the Series Notes and the secured parties under the SecurityAgreements.5. **Default**. The occurrence of any one or more of the following events shall constitute anevent of default, upon which Payee may declare the entire principal amount of this Note, togetherwith all accrued but unpaid interest, to be immediately due and payable:     (a) The Maker shall fail to make any required payment of principal or interest when due, andsuch failure shall continue through five days after Payee gives written notice of such failure toMaker.     (b) [Intentionally Omitted].     (c) [Intentionally Omitted].     (d) The Maker shall fail to materially perform or comply with any covenant, agreement, term orprovision contained in any of the Security Agreements, and such failure shall continue through fivedays after Payee gives written notice of such default to Maker.     (e) The Maker shall be in default of any term or provision of any of the Series Notes or anynote due to a Whitebox Party, and any Whitebox Party has declared a default and has acceleratedpayment of any amounts due under any such notes.     (f) The Maker shall become insolvent or shall fail to pay, or become unable to pay, its debtsas they become due; or any bankruptcy, reorganization, debt arrangement or other proceeding underany bankruptcy or insolvency law shall be instituted by or against the Maker.     (g) Any representation or warranty of the Maker contained in any of the Security Agreementsshall be untrue in any material respect.     Without limiting the above, the Maker acknowledges that payments on the various scheduled duedates in Section 2 are of essence and that any failure to timely pay any installment of principalor interest (within any permitted grace period above) permits Payee to declare this Noteimmediately due in cash in its entirety without any prior notice of any kind to Maker, except forthe specific notices provided above.
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6. **Mandatory Prepayments**. If Maker or its controlling stockholders enter into a definitiveagreement relating to a Sale Transaction (as defined below), the Maker shall givePayee at least fifteen days prior written notice of the proposed date for consummation of the SaleTransaction. The Maker’s notice shall include a description of the proposed price, terms andconditions of the Sale Transaction. Despite any other provisions hereof, the entire principalbalance of this Note, and all accrued but unpaid interest, shall be due and payable immediatelyprior to (and as a condition of) the closing on the Sale Transaction. However, within fifteen daysafter receipt of Maker’s notice, Payee may give written notice to Maker that Payee elects toconvert all or any portion of the outstanding principal and/or accrued but unpaid interest on thisNote into shares of the Maker’s Common Stock (in which case, the Payee’s notice will constitute aPayee Notice under Section 3 above and the portion of this Note not so converted will be retired incash as otherwise provided in this Section).     The Maker shall not consummate any Sale Transaction, the price, terms and conditions of whichmaterially deviate from those described in Maker’s notice to the Payee, without first giving thePayee a new notice specifying such changes. Such new notice will commence a new 15-day periodduring which time Payee may give its notice to Maker as provided above. Nothing in this Sectionwill restrict the Maker’s ability to effect a Sale Transaction if Maker complies with the foregoingprovisions hereof.     For purposes of this Note, a “Sale Transaction” shall mean the sale, license or otherdisposition of all or substantially all of Maker’s assets, the sale or exchange of a majority ofthe outstanding voting stock of Maker or the merger or consolidation of Maker into or with anyother entity (except in the case where the holders of Maker’s voting stock prior to consummation ofsuch merger or consolidation hold at least a majority of the outstanding voting securities of thesurviving entity).7. **Applicable Law**. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THE NOTE SHALL BEGOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWSPRINCIPLES THEREOF.8. **Waivers**. The Maker hereby waives presentment for payment, notice of dishonor, protestand notice of payment and all other notices of any kind in connection with the enforcement of thisNote.9. **No Setoffs**. The Maker shall pay principal and interest under the Note without anydeduction for any setoff or counterclaim.10. **Costs of Collection**. If this Note is not paid when due, the Maker shall pay Payee’sreasonable costs of collection, including reasonable attorney’s fees.11. **Payee As Agent**. Maker acknowledges that Payee is holding this Note for the benefit ofitself and as agent for certain other parties which and who are parties to a Settlement Agreementwith Maker dated as of an even date herewith. By acceptance of this Note Payee represents to Makerthat it has the authority to enter into this Note and the Security Agreements and that
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Maker may rely on any act of, or notice by, Payee hereunder or under the Security Agreements as theact and notice of all parties for which and whom it is acting as agent.      **SUTURA, INC.**