**Exhibit10.47****FIFTH AMENDED PATENT AND TRADEMARK SECURITY AGREEMENT**     **THIS FIFTH AMENDED PATENT AND TRADEMARK SECURITY AGREEMENT**(this “**Agreement**”) is made as ofJune 1, 2007, by and among Sutura, Inc., a Delaware corporation (the “**Company**”), Pandora SelectPartners, L.P., a British Virgin Islands limited partnership (“**Pandora**”), Whitebox Hedged HighYield Partners, L.P., a British Virgin Islands limited partnership (“**WHHY**”), Whitebox ConvertibleArbitrage Partners, L.P., a British Virgin Islands limited partnership (“**WCAP**”), WhiteboxIntermarket Partners, L.P., a British Virgin Islands limited partnership (“**WIP**”), and Gary S.Kohler (“**Kohler**”) and Scot W. Malloy (“**Malloy**”), each residents of the State of Minnesota andSynapse Capital, LLC, as agent, a California limited liability company (“**Synapse Secured Party**”).Pandora, WHHY, WCAP, WIP, Kohler and Malloy are referred to herein individually as a “**WhiteboxSecured Party**” and together as the “**Whitebox Secured Parties**.” The Synapse Secured Party and theWhitebox Secured Parties are referred to herein individually as a “***Secured Party***” and together asthe “***Secured Parties***”.**RECITALS**     A. The Company, Pandora, WHHY, WCAP, WIP, Kohler and Malloy entered into a Purchase Agreementdated September 17, 2004 (the “**Original Purchase Agreement**”), pursuant to which Pandora, WHHY,WCAP, WIP, Kohler and Malloy each purchased a convertible promissory note and a warrant to purchaseshares of the Company’s common stock (“**Sutura Stock**”) from Sutura in consideration of a collective$6,550,000 loan (the “**Original Loan**”).     B. As a condition to making the Original Loan, the Company pledged to the Secured Parties allof the Company’s assets pursuant to the terms of a Security Agreement dated September 17, 2004 (the"**Original Security Agreement**”). The Original Security Agreement provided, among other things, forthe grant by the Company to the Whitebox Secured Parties of a first priority security interest inall of the Company’s property and assets, including, without limitation, its patents and patentapplications, its trademarks, service marks and trade names, and its applications for registrationof such trademarks, service marks and trade names. Pursuant to the Original Security Agreement,the Company executed and delivered to the Whitebox Secured Parties a Patent and Trademark SecurityAgreement dated September 17, 2004 (the “**Original Patent and Trademark Security Agreement**”) forfiling with the United States Patent and Trademark Office (the “**PTO**”), and any other relevantrecording systems in any domestic or foreign jurisdiction, as further evidence of and to effectuatesuch grant of security interests in such patents and patent applications, trademarks, service marksand trade names, and applications for registration of such trademarks, service marks and tradenames, and the other general intangibles described therein.     C. The Company, Pandora, WHHY and WIP entered into a second Purchase Agreement dated March 24,2005 (the “**Second Purchase Agreement**”), pursuant to which Pandora, WHHY and WIP each purchased anadditional convertible promissory note and an additional warrant to purchase Sutura Stock from theCompany in consideration of a collective $3,000,000 loan.
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     D. The Company and the Whitebox Secured Parties entered into an Amended Security Agreementdated March 24, 2005 (the “**March 2005 Security Agreement**”), which superseded and replaced theOriginal Security Agreement, and an Amended Patent and Trademark Security Agreement dated March 24,2005 (the **“March 2005 Patent and Trademark Security Agreement"**), which superseded and replaced theOriginal Patent and Trademark Security Agreement.     E. The Company, Pandora, WHHY, WCAP and WIP entered into a third Purchase Agreement datedSeptember 7, 2005 (the “**Third Purchase Agreement**”), pursuant to which Pandora, WHHY, WCAP and WIPeach purchased an additional convertible promissory note and an additional warrant to purchaseSutura Stock from the Company in consideration of a collective $7,000,000 new loan.     F. The Company and the Whitebox Secured Parties entered into a Second Amended SecurityAgreement dated September 7, 2005 (the “**September 2005 Security Agreement**”), which superseded andreplaced the March 2005 Security Agreement, and a Second Amended Patent and Trademark SecurityAgreement dated September 7, 2005 (the “**September 2005 Patent and Trademark Security Agreement"**),which superseded and replaced the March 2005 Patent and Trademark Security Agreement.     G. Pandora, WHHY, WCAP and WIP each purchased additional convertible promissory notes fromSutura on June 7, 2006, June 28, 2006 and July 31, 2006 in consideration of collective loans of$500, 000, $500,000 and $1,160,000, respectively (the **“June/July 2006 Loans"**) to Sutura.     H. The Company and the Whitebox Secured Parties entered into a Third Amended SecurityAgreement as of June 7, 2006 (the “**June, 2006 Security Agreement"**), which superseded and replacedthe September 2005 Security Agreement, and entered into the Third Amended Patent and TrademarkSecurity Agreement dated June 7, 2006 (the “**June 2006 Patent and Trademark Security Agreement"**),which superseded and replaced the September 2005 Patent and Trademark Security.     I. The Company and the Whitebox Secured Parties entered into a Fourth Amended SecurityAgreement as of December 13, 2006 (the “**December 2006 Security Agreement**”, which superseded andreplaced the June 2006 Security Agreement, and entered into the Fourth Amended Patent and TrademarkSecurity Agreement dated December 13, 2006 (the “**December 2006 Patent and Trademark SecurityAgreement"**), which superseded and replaced the June 2006 Patent and Trademark Security Agreement.     J. On the date hereof Sutura and the Synapse Secured Party have entered into a SettlementAgreement of even date herewith with certain other parties signatory thereto pursuant to whichSutura has issued to the Synapse Secured Party (as agent for certain other parties tot theSettlement Agreement) a convertible promissory note (the “**Synapse Note**”) in the principal amount of$400,000.     K. The Company and the Secured Parties desire to enter into this Agreement which willsupersede and replace the December 2006 Patent and Trademark Security Agreement.
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     Capitalized terms used herein not otherwise defined herein shall have the same meaning as setforth in the Fifth Amended Security Agreement of even date herewith by and among the SecuredParties (the “**New Security Agreemen**t”).     Accordingly, the Company and Secured Parties hereby agree as follows:SECTION 1 Security Interest.     (a) As security for the payment and performance of the Obligations (as defined in the NewSecurity Agreement), the Company hereby grants to each Secured Party a security interest in andmortgage to all of the Company’s right, title and interest in, to and under the following property,whether now existing or owned or acquired, developed or arising during the term of this Agreement(collectively, the “**Intellectual Property Collateral**”):          (i) all patents and patent applications, domestic or foreign, all licenses relating to any ofthe foregoing and all income and royalties with respect to any licenses (including, withoutlimitation, such patents and patent applications as described in Schedule A hereto), allrights to sue for past, present or future infringement thereof, all rights arising therefrom andpertaining thereto and all reissues, divisions, continuations, renewals, extensions andcontinuations-in-part thereof;          (ii) all state (including common law), federal and foreign trademarks, service marks and tradenames, URLs and domain names, and applications for registration of such trademarks, service marksand trade names, URLs and domain names, all licenses relating to any of the foregoing and allincome and royalties with respect to any licenses (including, without limitation, such marks, namesand applications as described in Schedule B hereto), whether registered or unregistered andwherever registered, all rights to sue for past, present or future infringement or unconsented usethereof, all rights arising therefrom and pertaining thereto and all reissues, extensions andrenewals thereof; and          (iii) the entire goodwill of or associated with the businesses now or hereafter conducted bythe Company connected with and symbolized by any of the aforementioned properties and assets;          (iv) all general intangibles (as defined in the UCC); and          (v) all products and proceeds of any and all of the foregoing.     (b) This Agreement shall create a continuing security interest in the Intellectual PropertyCollateral which shall remain in effect until terminated in accordance with Section 16 hereof.     (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a securityinterest as provided herein shall not extend to, and the term “Intellectual Property Collateral”shall not include, any general intangibles of the Company (whether owned or held as licensee orlessee, or otherwise), to the extent that (i) such general intangibles are not assignable orcapable of being encumbered as a matter of law or under the terms of the license, lease or otheragreement applicable thereto (but solely to the extent that any such restriction shall beenforceable under applicable law), without the consent of the licensor or lessor thereof orother applicable party thereto and (ii) such consent has not been obtained.
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SECTION 2 Further Assurances; Appointment of Secured Party as Attorney-in-Fact. TheCompany at its expense shall execute and deliver, or cause to be executed and delivered, to SecuredParties any and all documents and instruments reasonably necessary to perfect and continueperfected, maintain the priority of or provide notice of such Secured Party’s security interest inthe Intellectual Property Collateral and to accomplish the purposes of this Agreement. EachSecured Party shall have the right to, in the name of the Company, or in the name of such SecuredParty or otherwise, without notice to or assent by the Company, and the Company hereby irrevocablyconstitutes and appoints each Secured Party (or any agent designated by it) acting as the Company’strue and lawful attorney-in-fact with full power and authority, to sign the name of the Company onall or any of such documents or instruments and perform all other acts that such Secured Partydeems necessary or advisable in order to perfect or continue to perfect, maintain the priority orenforceability of or provide notice of such Secured Party’s security interest in, the IntellectualProperty Collateral. Following the occurrence of an Event of Default, each Secured Party shallhave the right to, in the name of the Company, or in the name of such Secured Party or otherwise,to (A) maintain, preserve and protect the Intellectual Property Collateral and to accomplish thepurposes of this Agreement (after the occurrence of any Event of Default), (B) to defend, settle,adjust or institute any action, suit or proceeding with respect to the Intellectual PropertyCollateral (after the occurrence of any Event of Default), (C) to assert or retain any rights underany license agreement for any of the Intellectual Property Collateral, including without limitationany rights of the Company arising under Section 365(n) of the Bankruptcy Code (after the occurrenceof any Event of Default), and (D) to execute any and all applications, documents, papers andinstruments for Secured Party to use the Intellectual Property Collateral, to grant or issue anyexclusive or non-exclusive license or sub-license with respect to any Intellectual PropertyCollateral, and to assign, convey or otherwise transfer title in or dispose of the IntellectualProperty Collateral (after the occurrence of any Event of Default); provided, however, that in noevent shall Secured Party have the unilateral power, prior to the occurrence and continuation of anEvent of Default, to assign any of the Intellectual Property Collateral to any Person, includingitself, without the Company’s written consent. Solely for purposes of the foregoing, the Companyappoints each Secured Party to act as the Company’s true and lawful attorney-in-fact, effective onthe occurrence of an Event of Default, with full power and authority to execute any and all otherdocuments and instruments, and to perform any and all acts and things for and on behalf of theCompany, which are necessary or advisable. The power of attorney set forth in this Section 3,being coupled with an interest is irrevocable so long as this Agreement shall not have terminatedin accordance with Section 16.SECTION 3 Future Rights. Except as otherwise expressly agreed to in writing by SecuredParties, if and when, during the term of this Agreement, the Company shall obtain rights to any newpatentable inventions or any new trademarks, or become entitled to the benefit of any of theforegoing, or obtain rights or benefits with respect to any reissue, division, continuation,renewal, extension or continuation-in-part of any patents or trademarks, or any improvement of anypatent, the provisions of Section 1 shall automatically apply thereto and the Company shall give toSecured Parties reasonablenotice thereof. The Company shall take commercially reasonable steps to ensure the validity,perfection, priority and enforceability of the security interests of each Secured Party in suchfuture acquired Intellectual Property Collateral; provided, however, that the Company shall not berequired to register any patents or trademarks with the PTO except to the extent consistent withthe Company’s past and commercially feasible practices.
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SECTION 4 Secured Party’s Duties. Notwithstanding any provision contained in thisAgreement, each Secured Party shall have no duty to exercise any of the rights, privileges orpowers afforded to it and shall not be responsible to the Company or any other Person for anyfailure to do so or delay in doing so. Except for the accounting for moneys actually received bysuch Secured Party hereunder or in connection herewith, each Secured Party shall have no duty orliability to exercise or preserve any rights, privileges or powers pertaining to the IntellectualProperty Collateral.SECTION 5 Representations and Warranties. The Company represents and warrants to eachSecured Party as of the date of this Agreement that:     (a) A true and correct list of all of the existing Intellectual Property Collateral consistingof U.S. and foreign patents and patent applications and/or registrations owned by the Company, inwhole or in part, is set forth in Schedule A.     (b) A true and correct list of all of the existing Intellectual Property Collateral consistingof U.S. trademarks, trademark registrations and/or applications owned by the Company, in whole orin part, is set forth in Schedule B.     (c) To the Company’s knowledge, all patents, trademarks, service marks and trade names of theCompany are subsisting and have not been adjudged invalid or unenforceable in whole or in part.     (d) To the Company’s knowledge, all maintenance fees required to be paid on account of anypatents or trademarks of the Company have been timely paid for maintaining such patents andtrademarks in force, and, to the Company’s knowledge, each of the patents and trademarksconstituting part of the Intellectual Property Collateral is valid and enforceable.     (e) No material infringement or unauthorized use presently is being made of any IntellectualProperty Collateral by any Person.     (f) To the Company’s knowledge, the Company is the sole and exclusive owner of theIntellectual Property Collateral and the past, present and contemplated future use of suchIntellectual Property Collateral by the Company has not, does not and will not infringe or violateany right, privilege or license agreement of or with any other Person.SECTION 6 Covenants. So long as any of the Obligations remain unsatisfied or until this Agreement has terminatedpursuant to Section 16 hereof:     (a) The Company will appear in and defend any action, suit or proceeding which may affect to amaterial extent its title to, or each Secured Party’s rights or interest in, the IntellectualProperty Collateral.
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     (b) The Company will not knowingly allow or suffer any Intellectual Property Collateral tobecome abandoned, nor any registration thereof to be terminated, forfeited, expired or dedicated tothe public without the prior written consent of Secured Parties.     (c) The Company will take commercially reasonable action to prosecute all applications forpatents and trademarks (subject to the advice of trademark counsel), and file and prosecute any andall continuations, continuations-in-part, applications for reissue, applications for certificate ofcorrection and like matters as shall be reasonable and appropriate in accordance with prudentbusiness practice, and promptly pay any and all maintenance, license, registration and other fees,taxes and expenses incurred in connection with any Intellectual Property Collateral.SECTION 7 Secured Party’s Rights and Remedies.     (a) Each Secured Party shall have all rights and remedies available to it under the NewSecurity Agreement and applicable law with respect to the security interests in any of theIntellectual Property Collateral or any other collateral. Notwithstanding any other provisionherein to the contrary, each Secured Party acknowledges and agrees that it shall be subject to theprovisions of Sections 7.3 and 7.17 of the New Security Agreement for purposes for enforcing thisAgreement. The Company agrees that such rights and remedies include, but are not limited to, theright of Secured Party as a secured party to sell or otherwise dispose of its collateral afterdefault pursuant to the UCC. The Company agrees that Secured Party shall at all times have suchroyalty free licenses, to the extent permitted by law, for any Intellectual Property Collateralthat shall be reasonably necessary to permit the exercise of any of Secured Party’s respectiverights or remedies upon or after the occurrence of an Event of Default and shall additionally havethe right to license and/or sublicense any Intellectual Property Collateral, whether general,special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the IntellectualProperty Collateral, throughout the world for such term or terms, on such conditions, and in suchmanner, as such Secured Party in its sole discretion shall determine in connection with theexercise of any of such rights or remedies. In addition to and without limiting any of theforegoing, upon the occurrence and during the continuance of an Event of Default, each SecuredParty shall have the right but shall in no way be obligated to bring suit, or to take such otheraction as such Secured Party deems necessary or advisable, in the name of the Company or suchSecured Party, to enforce or protect any of the Intellectual Property Collateral, in which eventthe Company shall, at the request of such Secured Party, do any and all lawful acts and execute anyand all documents required by such Secured Party in aid of such enforcement. To the extent thatSecured Party shall elect not to bring suit to enforce such Intellectual Property Collateral, theCompany agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, toprevent the infringement, misappropriation or violations thereof by others and for that purposeagrees take commercially reasonable steps to maintain any action, suit orproceeding against any Person necessary to prevent such infringement, misappropriation orviolation.     (b) The cash proceeds actually received from the sale or other disposition or collection ofIntellectual Property Collateral, and any other amounts received in respect of the IntellectualProperty Collateral the application of which is not otherwise provided for herein, shall be appliedas provided in the New Security Agreement.
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SECTION 8 Notices. All notices and other communications hereunder shall be given asprovided in the Security Agreement.SECTION 9 No Waiver; Cumulative Remedies. No failure on the part of each Secured Party toexercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operateas a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power orprivilege preclude any other or further exercise thereof or the exercise of any other right,remedy, power or privilege. The rights and remedies under this Agreement are cumulative and notexclusive of any rights, remedies, powers and privileges that may otherwise be available to eachSecured Party.SECTION 10 Costs and Expenses. The Company agrees to pay on demand all reasonable costsand expenses of each Secured Party, including reasonable attorneys’ fees, in connection with theenforcement or attempted enforcement of, and preservation of any rights or interests under, thisAgreement, and the assignment, sale or other disposal of any of the Intellectual PropertyCollateral.SECTION 11 Binding Effect. This Agreement shall be binding upon, inure to the benefit ofand be enforceable by the parties thereto and their respective successors and assigns.SECTION 12 Governing Law. This Agreement shall be governed by, and construed in accordancewith, the law of the State of Minnesota, except to the extent that the validity or perfection ofthe security interests hereunder in respect of any Intellectual Property Collateral are governed byfederal law and except to the extent that Secured Parties shall have greater rights or remediesunder federal law, in which case such choice of Minnesota law shall not be deemed to depriveSecured Parties of such rights and remedies as may be available under federal law.SECTION 13 Amendment. This Agreement shall not be amended except by the written agreementof the parties.SECTION 14 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to beeffective and valid under all applicable laws and regulations. If, however, any provision of thisAgreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction,it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements ofsuch law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffectiveand invalid only to the extent of such prohibition or invalidity without affecting the remainingprovisions of this Agreement, or the validity or effectiveness of such provision in any otherjurisdiction.SECTION 15 Counterparts. This Agreement may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when so executed shall bedeemed to be an original and all of which taken together shall constitute but one and the sameagreement.SECTION 16 Termination. Upon payment and performance in full of all Obligations, thisAgreement shall terminate and Secured Parties shall promptly execute and deliver to the Companysuch documents and instruments reasonably requested by the Company as shall be necessary toevidence termination of all security interests given by the Company to Secured
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Parties hereunder,including cancellation of this Agreement by written notice from Secured Parties to the PTO;provided, however, that the obligations of the Company under Section 10 hereof shall survive suchtermination.SECTION 17 New Security Agreement. The Company acknowledges that the rights and remediesof each Secured Party with respect to the security interests in the Intellectual PropertyCollateral granted hereby are more fully set forth in the New Security Agreement and all suchrights and remedies are cumulative.SECTION 18 No Inconsistent Requirements. The Company acknowledges that this Agreement andthe New Security Agreement may contain covenants and other terms and provisions variously statedregarding the same or similar matters, and the Company agrees that all such covenants, terms andprovisions are cumulative and all shall be performed and satisfied in accordance with theirrespective terms.SECTION 19 Conflicts. In the event of any conflict or inconsistency between this Agreementand the New Security Agreement, the terms of the New Security Agreement shall control.     SECTION 20 Synapse As Agent. The Company acknowledges that Synapse is executing thisAgreement as agent for certain other parties which and who are parties to a Settlement Agreementwith the Company dated as of an even date herewith. Synapse represents to the Company that it hasthe authority to enter into this Agreement and that the Company may rely on any act of, or noticeby, Synapse hereunder as the act and notice of all parties for which and whom it is acting asagent.**[Signatures Contained on Next Page]**
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     **IN WITNESS WHEREOF**, the undersigned have hereunto affixed their signatures.         **The Company:**   **Secured Parties:**         Sutura, Inc.   Pandora Select Partners, L.P.,Whitebox Hedged High Yield Partners, L.P.,