Exhibit 10.20 to Biodrain Medical, Inc. Form S-1



Exhibit 10.20 


CONVERTIBLE
DEBENTURE


	
 

	
 

	
 

	
 


	
 

	
 

	
699 Minnetonka Highlands Lane

	
 


	
 

	
 

	
Qrono, MN 55356-9728

	
 


	
 

	

$50,000.00

	

March
 1, 2007

	
 





          FOR VALUE RECEIVED, the undesigned, “BioDrain Medical, Inc.,” a Minnesota company (“BioDrain” or “Maker”), hereby promises to
pay to the order of Carl Moore (“Payee”),
at the address of Payee specified
below, the principal sum of fifty thousand dollars ($50,000.00), in lawful
money of the United States of
America, together with interest thereon, at the rate set forth below.


	
 

	
 

	
 

	
 


	
 

	
1. The principal of and interest upon this Note shall
be due and payable as follows: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
This Note shall bear interest
 at a per annum rate of interest of 12% based upon a year of 365 days
 and actual days elapsed.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Interest payments will be made
 on a semi-annual basis, with payment dates on the six months and one-year
 anniversaries of the effective date. Each semi-annual payment shall be in the amount of $3,000.00 (one-half of the
 annual coupon rate). At Payee’s discretion,
 any and all interest payments may be accrued and not paid, over the course of
 the Agreement. At conversion or
 redemption of the note. Payee shall have the option to receive any and all accrued interest in either
 cash or the accrued amount may be converted directly into BioDrain common
 stock, at the same conversion rate as the principle balance.


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
The entire unpaid principal
balance of this Note and any unpaid accrued interest hereunder shall be due
and payable in full no later than March 1, 2012, the Maturity Date. 


	
 

	
 

	
 

	
 


	
 

	
2. Convertibility terms: The
debenture is convertible in whole or in part to BioDrain common stock at a
per share price equal to the price of the next completed funding following
the execution of this debenture.


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Conversion rights shall be
 solely and exclusively that of Payee and said rights shall be in place throughout the term of this Agreement. As
 conversion, may occur in whole or in part,
 Payee may exercise conversion rights more than one time during the course of
 this Agreement.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Payee may, at his sole
 discretion, put all or any part of the debenture back to Maker for payment at
 any time after Maker receives the $500,000.00 funding following this
 Agreement, or within 90 days of the effective date of this Agreement,
 whichever comes first.


	
 

	
 

	
 

	
 


	
 

	
3.

	
Warrants: Payee will receive
warrants to purchase BioDrain common stock for up to twenty percent (20%) of the loan amount (or
$10,000,00) at a per share price equal to the price of the
next completed funding following the execution of this debenture. The
warrants shall have a five-year term from the effective date of this
agreement. 












          Maker
hereby waives presentment, demand, notice of dishonor, protest, notice of
protest and all other demands, protests and notices in connection with the
execution, delivery, performance, collection and enforcement of this Note. Payee shall have full recourse against
the undersigned, and shall not be required
to proceed against the assets of the Maker in the event of default. Maker shall
pay all costs of collection when incurred, including reasonable attorneys’
fees, costs and expenses.


          This
Note is being delivered in, is intended to be performed in, shall be construed
and interpreted in accordance with,
and he governed by the internal laws of, the State of Minnesota, without regard
to principles of conflict of laws.


	
 

	
 

	
 

	
 

	
 


	
BIODRAIN MEDICAL, INC.

	
 

	
Carl Moore

	
 


	
By

	


	
 

	


	
 


	
 

	 

	
 

	 

	
 


	
 


	
Title:

	
 President & CEO

	
 

	
PO Box 1348

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Kennedale, TX 76060-1348