ex10w26.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Exhibit
10.26

      BUSINESS
LOAN AGREEMENT

    

    
      


    

    


    
      	
              Principal

            	
              Loan
      Date

            	
              Maturity

            	
              Loan
      No

            	
              Call
      / Coll

            	
              Account

            	
              Officer

            	
              Initials

            
	
              $2,000,000.00

            	
              10-24-2008

            	
              10-23-2009

            	
              418887

            	
              11
      / 3190

            	
              12003591

            	
              081

            	 
      
	
              
                References
      in the boxes above are for Lender's use only and do not limit the
      applicability of this document to any particular loan or
      item.

              

            
	
              Any
      item above containing "***" has been omitted due to text length
      limitations.

            


    

    
      


    

    
      	
              Borrower:

            	
              Aetrium
      Incorporated

            	 
      	
                 Lender:

            	
              Bremer
      Bank, National Association

            
	 
      	
              2350
      Helen St

            	 
      	 
      	
              Minneapolis
      Office

            
	 
      	
              North St. Paul,
      WIN  55109

            	 
      	 
      	
              8555
      Eagle Point Blvd

            
	 
      	 
      	 
      	 
      	
              P.O.
      Box 1000

            
	 
      	 
      	 
      	 
      	
              Lake
      Elmo, WIN  55042

            


    

    
      


    

    
      THIS
BUSINESS LOAN AGREEMENT dated October 24, 2008, is made and executed between
Aetrium Incorporated ("Borrower") and Bremer Bank, National Association
("Lender") on the following terms and conditions. Borrower has received prior
commercial loans from Lender or has applied to Lender for a commercial loan or
loans or other financial accommodations, including those which may be described
on any exhibit or schedule attached to this Agreement. Borrower understands and
agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying
upon Borrower's representations, warranties, and agreements as set forth in this
Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all
times shall be subject to Lender's sole judgment and discretion; and (C) all
such Loans shall be and remain subject to the terms and conditions of this
Agreement.

    

    
      


    

    
      TERM.  This
Agreement shall be effective as of October 24, 2008, and shall continue in full
force and effect until such time as all of Borrower's Loans in favor of Lender
have been paid in full, including principal, interest, costs, expenses,
attorneys' fees, and other fees and charges, or until such time as the parties
may agree in writing to terminate this Agreement.

    

    
      


    

    
      ADVANCE
AUTHORITY.  The following person or persons are authorized to
request advances and authorize payments under the line of credit until Lender
receives from Borrower, at Lender's address shown above, written notice of
revocation of such authority: Joseph C. Levesque, President/CEO of Aetrium
Incorporated; Paul H. Askegaard , Treasurer/Asst Secretary of Aetrium
Incorporated; and Douglas L. Hemer, CAO/Secretary of Aetrium
Incorporated.

    

    
      


    

    
      CONDITIONS PRECEDENT TO EACH ADVANCE.
Lender's obligation to make the initial Advance and each subsequent
Advance under this Agreement shall be subject to the fulfillment to Lender's
satisfaction of all of the conditions set forth in this Agreement and in the
Related Documents.

    

    
      


    

    
      Loan
Documents.  Borrower shall provide to Lender the following
documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender
security interests in the Collateral; (3) financing statements and all other
documents perfecting Lender's Security Interests; (4) evidence of insurance as
required below; (5) together with all such Related Documents as Lender may
require for the Loan; all in form and substance satisfactory to Lender and
Lender's counsel.

    

    
      


    

    
      Borrower's
Authorization.  Borrower shall have provided in form and
substance satisfactory to Lender properly certified resolutions, duly
authorizing the execution and delivery of this Agreement, the Note and the
Related Documents. In addition, Borrower shall have provided such other
resolutions, authorizations, documents and instruments as Lender or its counsel,
may require.

    

    
      


    

    
      Payment of Fees and
Expenses.  Borrower shall have paid to Lender all fees,
charges, and other expenses which are then due and payable as specified in this
Agreement or any Related Document.

    

    
      


    

    
      Representations and
Warranties.  The representations and warranties set forth in
this Agreement, in the Related Documents, and in any document or certificate
delivered to Lender under this Agreement are true and
correct.

    

    
      


    

    
      No Event of
Default.  There shall not exist at the time of any Advance a
condition which would constitute an Event of Default under this Agreement or
under any Related Document.

    

    
      


    

    
      REPRESENTATIONS AND
WARRANTIES.  Borrower represents and warrants to Lender, as of
the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

    

    
      


    

    
      Organization. Borrower is a
corporation for profit which is, and at all times shall be, duly organized,
validly existing, and in good standing under and by virtue of the laws of the
State of Minnesota. Borrower is duly authorized to transact business in all
other states in which Borrower is doing business, having obtained all necessary
filings, governmental licenses and approvals for each state in which Borrower is
doing business. Specifically, Borrower is, and at all times shall be, duly
qualified as a foreign corporation in all states in which the failure to so
qualify would have a material adverse effect on its business or financial
condition. Borrower has the full power and authority to own its properties and
to transact the business in which it is presently engaged or presently proposes
to engage. Borrower maintains an office at 2350 Helen St, North St. Paul, MN
55109. Unless Borrower has designated otherwise in writing, the principal office
is the office at which Borrower keeps its books and records including its
records concerning the Collateral. Borrower will notify Lender prior to any
change in the location of Borrower's state of organization or any change in
Borrower's name. Borrower shall do all things necessary to preserve and to keep
in full force and effect its existence, rights and privileges, and shall comply
with all regulations, rules, ordinances, statutes, orders and decrees of any
governmental or quasi-governmental authority or court applicable to Borrower and
Borrower's business activities.

    

    
      


    

    
      Assumed Business Names.
Borrower has filed or recorded all documents or filings required by law relating
to all assumed business names used by Borrower. Excluding the name of Borrower,
the following is a complete list of all assumed business names under which
Borrower does business: None.

    

    
      


    

    
      Authorization. Borrower's
execution, delivery, and performance of this Agreement and all the Related
Documents have been duly authorized by all necessary action by Borrower and do
not conflict with, result in a violation of, or constitute a default under (1)
any provision of (a) Borrower's articles of incorporation or organization, or
bylaws, or (b) any agreement or other instrument binding upon Borrower
or  (2)  any law, governmental regulation, court decree, or
order applicable to Borrower or to Borrower's properties.

    

    
      


    

    
      Financial Information. Each of
Borrower's financial statements supplied to Lender truly and completely
disclosed Borrower's financial condition as of the date of the statement, and
there has been no material adverse change in Borrower's financial condition
subsequent to the date of the most recent financial statement supplied to
Lender. Borrower has no material contingent obligations except as disclosed in
such financial statements.

    

    
      


    

    
      Legal Effect. This Agreement
constitutes, and any instrument or agreement Borrower is required to give under
this Agreement when delivered will constitute legal valid, and binding
obligations of Borrower enforceable against Borrower in accordance with their
respective terms.

    

    
      


    

    
      Properties. Except as
contemplated by this Agreement or as previously disclosed in Borrower's
financial statements or in writing to Lender and as accepted by Lender, and
except for property tax liens for taxes not presently due and payable, Borrower
owns and has good title to

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      	
              BUSINESS
      LOAN AGREEMENT

            
	
              Loan
      No: 418887

            	
              (Continued)

            	
              Page
      2

            


    

    
      


    

    
      all of
Borrower's properties free and clear of all Security Interests, and has not
executed any security documents or financing statements relating to such
properties. All of Borrower's properties are titled in Borrower's legal name,
and Borrower has not used or filed a financing statement under any other name
for at least the last five (5) years.

    

    
      


    

    
      Hazardous Substances. Except
as disclosed to and acknowledged by Lender in writing, Borrower represents and
warrants that: (1) During the period of Borrower's ownership of the Collateral,
there has been no use, generation, manufacture, storage, treatment, disposal,
release or threatened release of any Hazardous Substance by any person on,
under, about or from any of the Collateral. (2) Borrower has no knowledge of, or
reason to believe that there has been (a) any breach or violation of any
Environmental Laws; (b) any use, generation, manufacture, storage, treatment,
disposal, release or threatened release of any Hazardous Substance on, under,
about or from the Collateral by any prior owners or occupants of any of the
Collateral; or (c) any actual or threatened litigation or claims of any kind by
any person relating to such matters. (3) Neither Borrower nor any tenant,
contractor, agent or other authorized user of any of the Collateral shall use,
generate, manufacture, store, treat, dispose of or release any Hazardous
Substance on, under, about or from any of the Collateral; and any such activity
shall be conducted in compliance with all applicable federal, state, and local
laws, regulations, and ordinances, including without limitation all
Environmental Laws. Borrower authorizes Lender and its agents to enter upon the
Collateral to make such inspections and tests as Lender may deem appropriate to
determine compliance of the Collateral with this section of the Agreement. Any
inspections or tests made by Lender shall be at Borrower's expense and for
Lender's purposes only and shall not be construed to create any responsibility
or liability on the part of Lender to Borrower or to any other person. The
representations and warranties contained herein are based on Borrower's due
diligence in investigating the Collateral for hazardous waste and Hazardous
Substances. Borrower hereby (1) releases and waives any future claims against
Lender for indemnity or contribution in the event Borrower becomes liable for
cleanup or other costs under any such laws, and (2) agrees to indemnify, defend,
and hold harmless Lender against any and all claims, losses, liabilities,
damages, penalties, and expenses, including attorneys' fees, consultants' fees,
and costs which Lender may directly or indirectly sustain or suffer resulting
from a breach of this section of the Agreement or as a consequence of any use,
generation, manufacture, storage, disposal, release or threatened release of a
hazardous waste or substance on the Collateral. The provisions of this section
of the Agreement, including the obligation to indemnify and defend, shall
survive the payment of the Indebtedness and the termination, expiration or
satisfaction of this Agreement and shall not be affected by Lender's acquisition
of any interest in any of the Collateral, whether by foreclosure or
otherwise.

    

    
      


    

    
      Litigation and Claims. No
litigation, claim, investigation, administrative proceeding or similar action
(including those for unpaid taxes) against Borrower is pending or threatened,
and no other event has occurred which may materially adversely affect Borrower's
financial condition or properties, other than litigation, claims, or other
events, if any, that have been disclosed to and acknowledged by Lender in
writing.

    

    
      


    

    
      Taxes. To the best of
Borrower's knowledge, all of Borrower's tax returns and reports that are or were
required to be filed, have been filed, and all taxes, assessments and other
governmental charges have been paid in full, except those presently being or to
be contested by Borrower in good faith in the ordinary course of business and
for which adequate reserves have been provided.

    

    
      


    

    
      Lien Priority. Unless
otherwise previously disclosed to Lender in writing, Borrower has not entered
into or granted any Security Agreements, or permitted the filing or attachment
of any Security Interests on or affecting any of the Collateral directly or
indirectly securing repayment of Borrower's Loan and Note, that would be prior
or that may in any way be superior to Lender's Security Interests and rights in
and to such Collateral.

    

    
      


    

    
      Binding Effect. This
Agreement, the Note, all Security Agreements (if any), and all Related Documents
are binding upon the signers thereof, as well as upon their successors,
representatives and assigns, and are legally enforceable in accordance with
their respective terms.

    

    
      


    

    
      AFFIRMATIVE
COVENANTS.  Borrower covenants and agrees with Lender that, so
long as this Agreement remains in effect, Borrower will:

    

    
      


    

    
      Notices of Claims and Litigation.
Promptly inform Lender in writing of (1) all material adverse changes in
Borrower's financial condition, and (2) all existing and all threatened
litigation, claims, investigations, administrative proceedings or similar
actions affecting Borrower or any Guarantor which could materially affect the
financial condition of Borrower or the financial condition of any
Guarantor.

    

    
      


    

    
      Financial Records. Maintain
its books and records in accordance with GAAP, applied on a consistent basis,
and permit Lender to examine and audit Borrower's books and records at all
reasonable times.

    

    
      


    

    
      Financial
Statements.   Furnish Lender with the
following:

    

    
      


    

    
      Annual
Statements.   As soon as available, but in no event later
than one-hundred-twenty (120) days after the end of each fiscal year, Borrower's
balance sheet and income statement for the year ended, audited by a certified
public accountant satisfactory to Lender.

    

    
      


    

    
      Additional Requirements.
  Furnish the Lender with, as soon as available but in no event
later than 120 days after completion, copies of Borrower's 10-K
filings.

    

    
      


    

    
      Furnish
the Lender with, as soon as available but in no event later than 45 days after
each quarter, copies of Borrower's 10-Q filings.

    

    
      


    

    
      All
financial reports required to be provided under this Agreement shall be prepared
in accordance with GAAP, applied on a consistent basis, and certified by
Borrower as being true and correct.

    

    
      


    

    
      Additional Information.
  Furnish such additional information and statements, as Lender
may request from time to time.

    

    
      


    

    
      Financial Covenants and
Ratios.  Comply with the following covenants and
ratios:

    

    
      


    

    
      Tangible Net Worth
Requirements.   Maintain a minimum Tangible Net Worth of
not less than:   $22,000,000.00.   In
addition, Borrower shall comply with the following net worth ratio
requirements:

    

    
      


    

    
      Debt / Worth Ratio. Maintain a ratio
of Debt / Worth not in excess of 0.500 to 1.000. The ratio
"Debt / Worth" means Borrower's Total Liabilities divided by Borrower's Tangible
Net Worth. This leverage ratio should be maintained at all times and may be
evaluated at any time.

    

    
      


    

    
      Additional
Requirements.  Bremer Bank, National Association has the option
to require a Borrowing Base Certificate at the banks
discretion

    

    
      


    

    
      Borrower
to maintain all depository accounts with Bremer Bank, National
Association

    

    
      


    

    
      Tangible
Net Worth. In addition any due from related parties or affiliates other than
wholly owned subsidiaries of the borrower will be considered Intangible Assets
under the definition of Tangible Net Worth per this
Agreement.

    

    
      


    

    
      Accounts
Receivable.   Furnish the Lender with, as soon as
available but in no event later than 45 days after the end of each fiscal
quarter, Borrower's aging of Accounts Receivable for the period ended, prepared
by Borrower.

    

    
      


    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      	
              BUSINESS
      LOAN AGREEMENT

            
	
              Loan
      No: 418887

            	
              (Continued)

            	
              Page
      3

            


    

    
      


    

    
      


    

    
      Maximum
year to date loss not to exceed $500,000.00.

    

    
      


    

    
      Except as
provided above, all computations made to determine compliance with the
requirements contained in this paragraph shall be made in accordance with
generally accepted accounting principles, applied on a consistent basis, and
certified by Borrower as being true and correct.

    

    
      


    

    
      Insurance. Maintain fire and
other risk insurance, public liability insurance, and such other insurance as
Lender may require with respect to Borrower's properties and operations, in
form, amounts, coverages and with insurance companies acceptable to Lender.
Borrower, upon request of Lender, will deliver to Lender from time to time the
policies or certificates of insurance in form satisfactory to Lender, including
stipulations that coverages will not be cancelled or diminished without at least
ten (10) days prior written notice to Lender. Each insurance policy also shall
include an endorsement providing that coverage in favor of Lender will not be
impaired in any way by any act, omission or default of Borrower or any other
person. In connection with all policies covering assets in which Lender holds or
is offered a security interest for the Loans, Borrower will provide Lender with
such lender's loss payable or other endorsements as Lender may
require.

    

    
      


    

    
      Insurance Reports. Furnish to
Lender, upon request of Lender, reports on each existing insurance policy
showing such information as Lender may reasonably request, including without
limitation the following: (1) the name of the insurer; (2) the risks insured;
(3) the amount of the policy; (4) the properties insured; (5) the then current
property values on the basis of which insurance has been obtained, and the
manner of determining those values; and (6) the expiration date of the policy.
In addition, upon request of Lender (however not more often than annually),
Borrower will have an independent appraiser satisfactory to Lender determine, as
applicable, the actual cash value or replacement cost of any
Collateral.   The cost of such appraisal shall be paid by
Borrower.

    

    
      


    

    
      Other Agreements. Comply with
all terms and conditions of all other agreements, whether now or hereafter
existing, between Borrower and any other party and notify Lender immediately in
writing of any default in connection with any other such
agreements.

    

    
      


    

    
      Loan Proceeds. Use all Loan
proceeds solely for Borrower's business operations, unless specifically
consented to the contrary by Lender in writing.

    

    
      


    

    
      Taxes, Charges and Liens. Pay
and discharge when due all of its indebtedness and obligations, including
without limitation all assessments, taxes, governmental charges, levies and
liens, of every kind and nature, imposed upon Borrower or its properties,
income, or profits, prior to the date on which penalties would attach, and all
lawful claims that, if unpaid, might become a lien or charge upon any of
Borrower's properties, income, or profits.  Provided however, Borrower
will not be required to pay and discharge any such assessment, tax, charge,
levy, lien, or claim so long as (1) the legality of the same shall be contested
in good faith by appropriate proceedings, and (2) Borrower shall have
established on Borrower’s books adequate reserves with respect to such contested
assessment, tax, charge, levy, lien, or claim in accordance with
GAAP.

    

    
      


    

    
      Performance. Perform and
comply, in a timely manner, with all terms, conditions, and provisions set forth
in this Agreement, in the Related Documents, and in all other instruments and
agreements between Borrower and Lender. Borrower shall notify Lender immediately
in writing of any default in connection with any agreement.

    

    
      


    

    
      Operations. Maintain executive
and management personnel with substantially the same qualifications and
experience as the present executive and management personnel; provide written
notice to Lender of any change in executive and management personnel; conduct
its business affairs in a reasonable and prudent manner.

    

    
      


    

    
      Environmental Studies.
Promptly conduct and complete, at Borrower's expense, all such
investigations, studies, samplings and testings as may be requested by Lender or
any governmental authority relative to any substance, or any waste or by-product of
any substance defined as toxic or a hazardous substance under applicable
federal, state, or local law, rule, regulation, order or directive, at or
affecting any property or any facility owned, leased or used by
Borrower.

    

    
      


    

    
      Compliance with Governmental
Requirements. Comply with all laws, ordinances, and regulations, now or
hereafter in effect, of all governmental authorities applicable to the conduct
of Borrower's properties, businesses and operations, and to the use or occupancy
of the Collateral, including without limitation, the Americans With Disabilities
Act. Borrower may contest in good faith any such law, ordinance, or regulation
and withhold compliance during any proceeding, including appropriate appeals, so
long as Borrower has notified Lender in writing prior to doing so and so long
as, in Lender's sole opinion, Lender's interests in the Collateral are not
jeopardized. Lender may require Borrower to post adequate security or a surety
bond, reasonably satisfactory to Lender, to protect Lender's
interest.

    

    
      


    

    
      Inspection. Permit employees
or agents of Lender at any reasonable time to inspect any and all Collateral for
the Loan or Loans and Borrower's other properties and to examine or audit
Borrower's books, accounts, and records and to make copies and memoranda of
Borrower's books, accounts, and records. If Borrower now or at any time
hereafter maintains any records (including without limitation computer generated
records and computer software programs for the generation of such records) in
the possession of a third party, Borrower, upon request of Lender, shall notify
such party to permit Lender free access to such records at all reasonable times
and to provide Lender with copies of any records it may request, all at
Borrower's expense.

    

    
      


    

    
      Compliance Certificates.
Unless waived in writing by Lender, provide Lender within forty-five (45)
days after the end of each fiscal quarter, with a certificate executed by
Borrower's chief financial officer, or other officer or person acceptable to
Lender, certifying that the representations and warranties set forth in this
Agreement are true and correct as of the date of the certificate and further
certifying that, as of the date of the certificate, no Event of Default exists
under this Agreement.

    

    
      


    

    
      Environmental Compliance and Reports.
Borrower shall comply in all respects with any and all Environmental
Laws; not cause or permit to exist, as a result of an intentional or
unintentional action or omission on Borrower's part or on the part of any third
party, on property owned and/or occupied by Borrower, any environmental activity
where damage may result to the environment, unless such environmental activity
is pursuant to and in compliance with the conditions of a permit issued by the
appropriate federal, state or local governmental authorities; shall furnish to
Lender promptly and in any event within thirty (30) days after receipt thereof a
copy of any notice, summons, lien, citation, directive, letter or other
communication from any governmental agency or instrumentality concerning any
intentional or unintentional action or omission on Borrower's part in connection
with any environmental activity whether or not there is damage to the
environment and/or other natural resources.

    

    
      


    

    
      Additional Assurances. Make,
execute and deliver to Lender such promissory notes, mortgages, deeds of trust,
security agreements, assignments, financing statements, instruments, documents
and other agreements as Lender or its attorneys may reasonably request to
evidence and secure the Loans and to perfect all Security
Interests.

    

    
      


    

    
      LENDER'S EXPENDITURES. If any
action or proceeding is commenced that would materially affect Lender's interest
in the Collateral or if Borrower fails to comply with any provision of this
Agreement or any Related Documents, including but not limited to Borrower's
failure to discharge or pay when due any amounts Borrower is required to
discharge or pay under this Agreement or any Related Documents, Lender on
Borrower's behalf may (but shall not be obligated to) take any action that
Lender deems appropriate, including but not limited to discharging or paying all
taxes, liens, security interests, encumbrances and other claims, at any time
levied or placed on any Collateral and paying all costs for insuring,
maintaining and preserving any Collateral. All such expenditures incurred or
paid by Lender for such purposes will then bear interest at

    

    
      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      	
              BUSINESS
      LOAN AGREEMENT

            
	
              Loan
      No: 418887

            	
              (Continued)

            	
              Page
      4

            


    

    
      


    

    
      the rate
charged under the Note from the date incurred or paid by Lender to the date of
repayment by Borrower. All such expenses will become a part of the Indebtedness
and, at Lender's option, will (A) be payable on demand; (B) be added to the
balance of the Note and be apportioned among and be payable with any installment
payments to become due during either   (1)   the
term of any applicable insurance policy; or (2)  the remaining term of
the Note; or  (C)   be treated as a balloon payment
which will be due and payable at the Note's maturity.

    

    
      


    

    
      NEGATIVE COVENANTS. Borrower
covenants and agrees with Lender that while this Agreement is in effect,
Borrower shall not, without the prior written consent of
Lender:

    

    
      


    

    
      Indebtedness and Liens. (1)
Except for trade debt incurred in the normal course of business and indebtedness
to Lender contemplated by this Agreement, create, incur or assume indebtedness
for borrowed money, including capital leases, (2) sell, transfer, mortgage,
assign, pledge, lease, grant a security interest in, or encumber any of
Borrower's assets (except as allowed as Permitted Liens), or (3) sell with
recourse any of Borrower's accounts, except to Lender.

    

    
      


    

    
      Continuity of Operations. (1)
Engage in any business activities substantially different than those in which
Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer,
acquire or consolidate with any other entity, change its name, dissolve or
transfer or sell Collateral out of the ordinary course of business, or (3) pay
any dividends on Borrower's stock (other than dividends payable in its stock),
provided, however that notwithstanding the foregoing, but only so long as no
Event of Default has occurred and is continuing or would result from the payment
of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the
Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on
its stock to its shareholders from time to time in amounts necessary to enable
the shareholders to pay income taxes and make estimated income tax payments to
satisfy their liabilities under federal and state law which arise solely from
their status as Shareholders of a Subchapter S Corporation because of their
ownership of shares of Borrower's stock, or purchase or retire any of Borrower's
outstanding shares or alter or amend Borrower's capital
structure.

    

    
      


    

    
      Loans, Acquisitions and
Guaranties. (1) Loan, invest in or advance money or assets to any other
person, enterprise or entity, (2) purchase, create or acquire any interest in
any other enterprise or entity, or (3) incur any obligation as surety or
guarantor other than in the ordinary course of business.

    

    
      


    

    
      Agreements. Borrower will not
enter into any agreement containing any provisions which would be violated or
breached by the performance of Borrower's obligations under this Agreement or in
connection herewith.

    

    
      


    

    
      CESSATION OF ADVANCES. If
Lender has made any commitment to make any Loan to Borrower, whether under this
Agreement or under any other agreement, Lender shall have no obligation to make
Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is
in default under the terms of this Agreement or any of the Related Documents or
any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower
or any Guarantor dies, becomes incompetent or becomes insolvent, files a
petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C)
there occurs a material adverse change in Borrower's financial condition, in the
financial condition of any Guarantor, or in the value of any Collateral securing
any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such Guarantor's guaranty of the Loan or any other loan with
Lender.

    

    
      


    

    
      RIGHT OF SETOFF. To the extent
permitted by applicable law, Lender reserves a right of setoff in all Borrower's
accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh
accounts, or any trust accounts for which setoff would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the Indebtedness against any and all such accounts,
and, at Lender's option, to administratively freeze all such accounts to allow
Lender to protect Lender's charge and setoff rights provided in this
paragraph.

    

    
      


    

    
      DEFAULT.  Each of
the following shall constitute an Event of Default under this
Agreement:

    

    
      


    

    
      Payment
Default.  Borrower fails to make any payment when due under the
Loan.

    

    
      


    

    
      Other Defaults. Borrower fails
to comply with or to perform any other term, obligation, covenant or condition
contained in this Agreement or in any of the Related Documents or to comply with
or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.

    

    
      


    

    
      Default in Favor of Third
Parties. Borrower or any Grantor defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other agreement,
in favor of any other creditor or person that may materially affect any of
Borrower's or any Grantor's property or Borrower's or any Grantor's ability to
repay the Loans or perform their respective obligations under this Agreement or
any of the Related Documents.

    

    
      


    

    
      False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or
on Borrower's behalf under this Agreement or the Related Documents is false or
misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.

    

    
      


    

    
      Insolvency. The dissolution or
termination of Borrower's existence as a going business, the insolvency of
Borrower, the appointment of a receiver for any part of Borrower's property, any
assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or
against Borrower.

    

    
      


    

    
      Defective Collateralization.
This Agreement or any of the Related Documents ceases to be in full force and
effect (including failure of any collateral document to create a valid and
perfected security interest or lien) at any time and for any
reason.

    

    
      


    

    
      Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by
any creditor of Borrower or by any governmental agency against any collateral
securing the Loan. This includes a garnishment of any of Borrower's accounts,
including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower gives Lender written notice of the creditor or
forfeiture proceeding and deposits with Lender monies or a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in its
sole discretion, as being an adequate reserve or bond for the
dispute.

    

    
      


    

    
      Events Affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor of any of the
Indebtedness or any Guarantor dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any Guaranty of the
Indebtedness.

    

    
      


    

    
      Change in Ownership. Any
change in ownership of twenty-five percent (25%) or more of the common stock of
Borrower.

    

    
      


    

    
      Adverse Change. A material
adverse change occurs in Borrower's financial condition, or Lender believes the
prospect of payment or performance of the Loan is impaired.

    

    
      


    

    
      Insecurity.   Lender
in good faith believes itself insecure.

    

    
      


    

    
      EFFECT OF AN EVENT OF DEFAULT.
If any Event of Default shall occur, except where otherwise provided in this
Agreement or the Related

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      	
              BUSINESS
      LOAN AGREEMENT

            
	
              Loan
      No: 418887

            	
              (Continued)

            	
              Page
      5

            


    

    
      


    

    
      Documents,
all commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligation to make further Loan Advances or disbursements), and, at Lender's
option, all Indebtedness immediately will become due and payable, all without
notice of any kind to Borrower, except that in the case of an Event of Default
of the type described in the "Insolvency" subsection above, such acceleration
shall be automatic and not optional. In addition, Lender shall have all the
rights and remedies provided in the Related Documents or available at law, in
equity, or otherwise. Except as may be prohibited by applicable law, all of
Lender's rights and remedies shall be cumulative and may be exercised singularly
or concurrently. Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to make expenditures or to take
action to perform an obligation of Borrower or of any Grantor shall not affect
Lender's right to declare a default and to exercise its rights and
remedies.

    

    
      


    

    
      MISCELLANEOUS
PROVISIONS.  The following miscellaneous provisions are a part
of this Agreement:

    

    
      


    

    
      Amendments. This Agreement,
together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth in this Agreement. No
alteration of or amendment to this Agreement shall be effective unless given in
writing and signed by the party or parties sought to be charged or bound by the
alteration or amendment.

    

    
      


    

    
      Attorneys' Fees; Expenses.
Borrower agrees to pay upon demand all of Lender's costs and expenses, including
Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in
connection with the enforcement of this Agreement. Lender may hire or pay
someone else to help enforce this Agreement, and Borrower shall pay the costs
and expenses of such enforcement. Costs and expenses include Lender's reasonable
attorneys' fees and legal expenses whether or not there is a lawsuit, including
reasonable attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. Borrower also
shall pay all court costs and such additional fees as may be directed by the
court.

    

    
      


    

    
      Caption Headings. Caption
headings in this Agreement are for convenience purposes only and are not to be
used to interpret or define the provisions of this Agreement.

    

    
      


    

    
      Consent to Loan Participation.
Borrower agrees and consents to Lender's sale or transfer, whether now or
later, of one or more participation interests in the Loan to one or more
purchasers, whether related or unrelated to Lender. Lender may provide, without
any limitation whatsoever, to any one or more purchasers, or potential
purchasers, any information or knowledge Lender may have about Borrower or about
any other matter relating to the Loan, and Borrower hereby waives any rights to
privacy Borrower may have with respect to such matters. Borrower additionally
waives any and all notices of sale of participation interests, as well as all
notices of any repurchase of such participation interests. Borrower also agrees
that the purchasers of any such participation interests will be considered as
the absolute owners of such interests in the Loan and will have all the rights
granted under the participation agreement or agreements governing the sale of
such participation interests. Borrower further waives all rights of offset or
counterclaim that it may have now or later against Lender or against any
purchaser of such a participation interest and unconditionally agrees that
either Lender or such purchaser may enforce Borrower's obligation under the Loan
irrespective of the failure or insolvency of any holder of any interest in the
Loan. Borrower further agrees that the purchaser of any such participation
interests may enforce its interests irrespective of any personal claims or
defenses that Borrower may have against Lender.

    

    
      


    

    
      Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to
the extent not preempted by federal law, the laws of the State of Minnesota
without regard to its conflicts of law provisions. This Agreement has been
accepted by Lender in the State of Minnesota.

    

    
      


    

    
      No Waiver by Lender. Lender
shall not be deemed to have waived any rights under this Agreement unless such
waiver is given in writing and signed by lender. No delay or omission on the
part of Lender in exercising any right shall operate as a waiver of such right
or any other right. A waiver by Lender of a provision of this Agreement shall
not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Agreement.
No prior waiver by Lender, nor any course of dealing between Lender and
Borrower, or between Lender and any Grantor, shall constitute a waiver of any of
Lender's rights or of any of Borrower's or any Grantor's obligations as to any
future transactions. Whenever the consent of Lender is required under this
Agreement, the granting of such consent by Lender in any instance shall not
constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in the sole
discretion of Lender.

    

    
      


    

    
      Notices. Any notice required
to be given under this Agreement shall be given in writing, and shall be
effective when actually delivered, when actually received by telefacsimile
(unless otherwise required by law), when deposited with a nationally recognized
overnight courier, or, if mailed, when deposited in the United States mail, as
first class, certified or registered mail postage prepaid, directed to the
addresses shown near the beginning of this Agreement. Any party may change its
address for notices under this Agreement by giving formal written notice to the
other parties, specifying that the purpose of the notice is to change the
party's address. For notice purposes, Borrower agrees to keep Lender informed at
all times of Borrower's current address. Unless otherwise provided or required
by law, if there is more than one Borrower, any notice given by Lender to any
Borrower is deemed to be notice given to all Borrowers.

    

    
      


    

    
      Severability. If a court of
competent jurisdiction finds any provision of this Agreement to be illegal,
invalid, or unenforceable as to any circumstance, that finding shall not make
the offending provision illegal, invalid, or unenforceable as to any other
circumstance. If feasible, the offending provision shall be considered modified
so that it becomes legal, valid and enforceable. If the offending provision
cannot be so modified, it shall be considered deleted from this Agreement.
Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Agreement shall not affect the
legality, validity or enforceability of any other provision of this
Agreement.

    

    
      


    

    
      Subsidiaries and Affiliates of
Borrower. To the extent the context of any provisions of this Agreement
makes it appropriate, including without limitation any representation, warranty
or covenant, the word "Borrower" as used in this Agreement shall include all of
Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however,
under no circumstances shall this Agreement be construed to require Lender to
make any Loan or other financial accommodation to any of Borrower's subsidiaries
or affiliates.

    

    
      


    

    
      Successors and Assigns. All
covenants and agreements by or on behalf of Borrower contained in this Agreement
or any Related Documents shall bind Borrower's successors and assigns and shall
inure to the benefit of Lender and its successors and assigns. Borrower shall
not, however, have the right to assign Borrower's rights under this Agreement or
any interest therein, without the prior written consent of
Lender.

    

    
      


    

    
      Survival of Representations and
Warranties. Borrower understands and agrees that in extending Loan
Advances, Lender is relying on all representations, warranties, and covenants
made by Borrower in this Agreement or in any certificate or other instrument
delivered by Borrower to Lender under this Agreement or the Related Documents.
Borrower further agrees that regardless of any investigation made by Lender, all
such representations, warranties and covenants will survive the extension of
Loan Advances and delivery to Lender of the Related Documents, shall be
continuing in nature, shall be deemed made and redated by Borrower at the time
each Loan Advance is made, and shall remain in full force and effect until such
time as Borrower's Indebtedness shall be paid in full, or until this Agreement
shall be terminated in the manner provided above, whichever is the last to
occur.

    

    
      


    

    
      Time is of the Essence. Time
is of the essence in the performance of this Agreement.

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      	
              BUSINESS
      LOAN AGREEMENT

            
	
              Loan
      No: 418887

            	
              (Continued)

            	
              Page
      6

            


    

    
      


    

    
      Waive Jury. All parties to this Agreement hereby
waive the right to any jury trial in any action, proceeding, or counterclaim
brought by any party against any other party.

    

    
      


    

    
      DEFINITIONS. The following
capitalized words and terms shall have the following meanings when used in this
Agreement. Unless specifically stated to the contrary, all references to dollar
amounts shall mean amounts in lawful money of the United States of America.
Words and terms used in the singular shall include the plural, and the plural
shall include the singular, as the context may require. Words and terms not
otherwise defined in this Agreement shall have the meanings attributed to such
terms in the Uniform Commercial Code. Accounting words and terms not otherwise
defined in this Agreement shall have the meanings assigned to them in accordance
with generally accepted accounting principles as in effect on the date of this
Agreement:

    

    
      


    

    
      Advance. The word "Advance"
means a disbursement of Loan funds made, or to be made, to Borrower or on
Borrower's behalf on a line of credit or multiple advance basis under the terms
and conditions of this Agreement.

    

    
      


    

    
      Agreement. The word
"Agreement" means this Business Loan Agreement, as this Business Loan Agreement
may be amended or modified from time to time, together with all exhibits and
schedules attached to this Business Loan Agreement from time to
time.

    

    
      


    

    
      Borrower. The word "Borrower"
means Aetrium Incorporated and includes all co-signers and co-makers signing the
Note and all their successors and assigns.

    

    
      


    

    
      Collateral. The word
"Collateral" means all property and assets granted as collateral security for a
Loan, whether real or personal property, whether granted directly or indirectly,
whether granted now or in the future, and whether granted in the form of a
security interest, mortgage, collateral mortgage, deed of trust, assignment,
pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel
trust, factor's lien, equipment trust, conditional sale, trust receipt, lien,
charge, lien or title retention contract, lease or consignment intended as a
security device, or any other security or lien interest whatsoever, whether
created by law, contract, or otherwise.

    

    
      


    

    
      Environmental Laws. The words
"Environmental Laws" mean any and all state, federal and local statutes,
regulations and ordinances relating to the protection of human health or the
environment, including without limitation the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section
9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of
1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42
U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules,
or regulations adopted pursuant thereto or common law, and shall also include
pollutants, contaminants, polychlorinated biphenyls, asbestos, urea
formaldehyde, petroleum and petroleum products, and agricultural
chemicals.

    

    
      


    

    
      Event of Default. The words
"Event of Default" mean any of the events of default set forth in this Agreement
in the default section of this Agreement.

    

    
      


    

    
      GAAP.  The word
"GAAP" means generally accepted accounting principles.

    

    
      


    

    
      Grantor. The word "Grantor"
means each and all of the persons or entities granting a Security Interest in
any Collateral for the Loan, including without limitation all Borrowers granting
such a Security Interest.

    

    
      


    

    
      Guarantor. The word
"Guarantor" means any guarantor, surety, or accommodation party of any or all of
the Loan.

    

    
      


    

    
      Guaranty. The word "Guaranty"
means the guaranty from Guarantor to Lender, including without limitation a
guaranty of all or part of the Note.

    

    
      


    

    
      Hazardous Substances. The
words "Hazardous Substances" mean materials that, because of their quantity,
concentration or physical, chemical or infectious characteristics, may cause or
pose a present or potential hazard to human health or the environment when
improperly used, treated, stored, disposed of, generated, manufactured,
transported or otherwise handled. The words "Hazardous Substances" are used in
their very broadest sense and include without limitation any and all hazardous
or toxic substances, materials or waste as defined by or listed under the
Environmental Laws. The term "Hazardous Substances" also includes, without
limitation, petroleum and petroleum by-products or any fraction thereof and
asbestos.

    

    
      


    

    
      Indebtedness. The word
"Indebtedness" means the indebtedness evidenced by the Note or Related
Documents, including all principal and interest together with all other
indebtedness and costs and expenses for which Borrower is responsible under this
Agreement or under any of the Related Documents.

    

    
      


    

    
      Lender.  The word
"Lender" means Bremer Bank, National Association, its successors and
assigns.

    

    
      


    

    
      Loan. The word "Loan" means
any and all loans and financial accommodations from Lender to Borrower whether
now or hereafter existing, and however evidenced, including without limitation
those loans and financial accommodations described herein or described on any
exhibit or schedule attached to this Agreement from time to
time.

    

    
      


    

    
      Note. The word "Note" means
the Note executed by Aetrium Incorporated in the principal amount of
$2,000,000.00 dated October 24, 2008, together with all renewals of, extensions
of, modifications of, refinancings of, consolidations of, and substitutions for
the note or credit agreement.

    

    
      


    

    
      Permitted Liens. The words
"Permitted Liens" mean (1) liens and security interests securing Indebtedness
owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges
either not yet due or being contested in good faith; (3) liens of materialmen,
mechanics, warehousemen, or carriers, or other like liens arising in the
ordinary course of business and securing obligations which are not yet
delinquent; (4) purchase money liens or purchase money security interests upon
or in any property acquired or held by Borrower in the ordinary course of
business to secure indebtedness outstanding on the date of this Agreement or
permitted to be incurred under the paragraph of this Agreement titled
"Indebtedness and Liens"; (5) liens and security interests which, as of the date
of this Agreement, have been disclosed to and approved by the Lender in writing;
and (6) those liens and security interests which in the aggregate constitute an
immaterial and insignificant monetary amount with respect to the net value of
Borrower's assets.

    

    
      


    

    
      Related Documents. The words
"Related Documents" mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other
instruments, agreements and documents, whether now or hereafter existing,
executed in connection with the Loan.

    

    
      


    

    
      Security Agreement. The words
"Security Agreement" mean and include without limitation any agreements,
promises, covenants, arrangements, understandings or other agreements, whether
created by law, contract, or otherwise, evidencing, governing, representing, or
creating a Security Interest.

    

    
      


    

    
      Security Interest. The words
"Security Interest" mean, without limitation, any and all types of collateral
security, present and future, whether in the form of a lien, charge,
encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop
pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's
lien, equipment trust, conditional sale, trust receipt, lien or title retention
contract, lease or consignment intended as a security device, or any other
security or lien interest whatsoever whether created by law,

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      	
              BUSINESS
      LOAN AGREEMENT

            
	
              Loan
      No: 418887

            	
              (Continued)

            	
              Page
      7

            


    

    
      


    

    
      contract,
or otherwise.

    

    
      


    

    
      Tangible Net Worth.
  The words "Tangible Net Worth" mean Borrower's total assets
excluding all intangible assets (i.e., goodwill,

    

    
      trademarks,
patents, copyrights, organizational expenses, and similar intangible items, but
including leaseholds and leasehold improvements) less total
debt.

    

    
      


    

    
      BORROWER ACKNOWLEDGES HAVING READ ALL THE
PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS.  THIS BUSINESS
LOAN AGREEMENT IS DATED OCTOBER 24, 2008.

    

    
      


    

    
      	
              
                BORROWER:

              

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              AETRIUM
      INCORPORATED

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      Joseph C. Levesque

            	 
      	
              By:

            	
              /s/
      Paul H. Askegaard

            
	 
      	
              Joseph
      C. Levesque, President/CEO of Aetrium Incorporated

            	 
      	 
      	
              
                Paul H.
      Askegaard,  Treasurer/Asst Secretary  of Aetrium
      Incorporated

              

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              
                /s/
      Douglas L. Hemer

              

            	 
      	 
      	 
      
	 
      	
              
                Douglas
      L. Hemer, CAO/Secretary of Aetrium Incorporated

              

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              
                LENDER:

              

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              BREMER
      BANK, NATIONAL ASSOCIATION

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      Brian E. Adams, SVP

            	 
      	 
      	 
      
	 
      	
              
                Authorized
      Signer