Exhibit 10.30 to Biodrain Medical, Inc. Form S-1



Exhibit 10.30 



STOCK
PURCHASE AND SALE AGREEMENT


          This
Stock Purchase and Sale Agreement (“Agreement”) entered into this _________ day of
_________, 2006 by and between Wisconsin Rural Enterprise Fund, LLC (“WREF”), a
Wisconsin Limited Liability Company, and BioDrain Medical, Inc. (“BioDrain”), a
Minnesota Corporation.


          WHEREAS,
WREF has loaned BioDrain $12,500.00 (“WREF Loan”), which is evidenced by a note
from BioDrain to WREF (“BioDrain Note”); and


          WHEREAS,
the current principal balance of the WREF Loan is $12,500.00; and


          WHEREAS,
BioDrain has agreed to issue and WREF has agreed to accept 13,000 shares of
BioDrain common stock as payment in full of the WREF Loan; and


          WHEREAS,
the Northwest Wisconsin Business Development Corporation (“NWBDC”) loaned
BioDrain $25,000.00 under its Micro Loan Program (“Micro Loan”) and


          WHEREAS,
the balance due under the Micro Loan as of December 1, 2006, will be
$25,965.03; and


          WHEREAS,
NWBDC loaned BioDrain $18,000,00 under its Tech Seed Loan Program (“Tech
Loan”); and


          WHEREAS,
the balance due under the Tech Loan as of December 1, 2006 will be $18,000.00 in
principal and $3,103.42 in interest; and


          WHEREAS,
WREF wishes to purchase an additional 30,000 shares of BioDrain common stock
under the terms and conditions set forth below.


          NOW,
THEREFORE, in consideration of the mutual promises and covenants herein
contained, it is agreed by and between the parties as follows:


ARTICLE
I

SALE AND PURCHASE OF SHARES


1.1 WREF Loan. At
Closing, and as payment in full of
the WREF Loan, BioDrain shall issue 13,000 shares of BioDrain common stock to
WREF.


1.2 Sale. BioDrain
shall sell 30,000 shares of BioDrain common stock to WREF for the price of
$1.00 per share payable in cash or equivalent at Closing, free and clear of all
liens, encumbrances, purchase rights, claims, pledges, mortgages, security
interests, or other limitations or restrictions whatsoever, except for transfer
restrictions under state and


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federal securities laws
(the 13,000 shares and the 30,000 shares shell be collectively referred to as
the “Shares”).


1.3 Purchase.
Subject to the terms and conditions of this Agreement and upon receipt of the Shares and Warrant,
WREF shall pay BioDrain the sum of $30,000,00 (“Purchase Price”) and mark the
BioDrain Note “Paid in Full.”


ARTICLE
II

WARRANT


          BioDrain
grants WREF a warrant to purchase a total of 35,000 fully paid and
non-assessable assessable shares of BioDrain common stock at the price of $1.00
per share (the “Warrant”). The Warrant shall expire on December 31, 2011 and
may be exercised in whole or in part and at any time or from time to time on or
before December 31, 2011. The Warrant shall be in form reasonably acceptable to
WREF. The shares purchased under the Warrant shall be free and clear of all
lions, encumbrances, purchase rights, claims, pledges, mortgages, security
interests, or other limitations or restrictions whatsoever, except for transfer
restrictions under state and federal securities laws.


ARTICLE
III

CLOSING


          Upon
all the terms and conditions of Article IV being met, WREF shall promptly
deliver to BioDrain $30,000.00 and the BioDrain Note marked “Paid in Full” and
BioDrain shall simultaneously deliver to WREF 43,000 fully paid and
non-assessable shares of BioDrain common stock and the Warrant. Unless extended by mutual written agreement of the
parties, the sale and purchase of the Shares must take place on or before
December 1, 2006 (“Closing Date”), or this Agreement and any other agreements
entered into by either or both of the parties in connection with this
transaction shall be null and void.


ARTICLE
IV

CONTINGENCIES TO CLOSING


4.1 WREF’s obligation to
close this transaction is contingent upon the fulfillment of the following
conditions or their waiver by WREF:


	
 

	
 


	
 

	
A. A person chosen by WREF shall have been elected
 to serve on the Board of Directors of BioDrain until such time as BioDrain is
 no longer indebted to WBIC. At that time BioDrain at its discretion and with due
 consideration given to opinions expressed by WREF, would determine whether
 WREF would continue to hold a Board seat. The decision would be based as well on the limit of Board seats to seven people and any requests for additional
 Board seats by any large, new investors.





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B. BioDrain shall pay
 $25,965.03 to NWBDC as payment in full of the Micro Loan.


	
 

	
 


	
 

	
C. BioDrain shall pay
 $3,103.42 to NWBDC as payment of interest accrued to December 1, 2006, on the
 Tech Loan.


	
 

	
 


	
 

	
D. BioDrain shall sign
 a renewal note in the amount of $18,000.00 representing the principal balance
 due on the Tech Loan, Said note shall mature on December 1, 2007; have a
 fixed rate of interest of 8.0% per annum; and monthly payments of interest
 only due January 1, 2007, and on the first day of each consecutive month thereafter.


	
 

	
 


	
 

	
E. BioDrain shall issue
 5,000 shares of its common stock to Wisconsin Business Innovation Corporation
 (“WBIC”) in payment of technical assistance provided by WBIC. The shares
 issued to WBIC shall be free and clear of all liens, encumbrances, purchase
 rights, claims, pledges, mortgages, security interests, or other limitations
 or restrictions whatsoever, except for transfer restrictions under state and
 federal securities laws


	
 

	
 


	
 

	
F. All the
 representations and warranties made by BioDrain in this Agreement shall be
 true and correct in all material respects as of the date of tins Agreement
 and the Closing Date.


	
 

	
 


	
 

	
G. No material adverse
 change shell have occurred and no event shall have occurred which, in the
 judgment of WREF, might have a material adverse effect on BioDrain.


	
 

	
 


	
 

	
H. Delivery of the
 Shares and Warrant


	
 

	
 


	
 

	
I. BioDrain shall have
 obtained all necessary approvals from its Board of Directors concerning the
 terms of this Agreement


	
 

	
 


	
4.2 BioDrain’s
 obligation to close this transaction is contingent upon the fulfillment of
 the following conditions or their waiver by BioDrain:


	
 


	
 

	
A. All the representation and
 warranties made by WREF in this Agreement shall be true and correct in all
 material respects as of the date of this Agreement and the Closing Date.


	
 

	
 


	
 

	
B. Payment of the
 Purchase Price.


	
 

	
 


	
 

	
C. Receipt of the
 BioDrain Note marked “Paid in Full.”





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ARTICLE
V

CONTINUING CONDITIONS


5.1 So long as WREF is a
shareholder of BioDrain of BioDrain is indebted to WREF, the following
conditions shall be binding on BioDrain:


	
 

	
 


	
 

	
A. In the event that
BioDrain issues one or more new classes or series of stock, each new class or
series of stock shall be subject to a right of first refusal in favor of
WREF. If BioDrain in receipt of a subscription agreement or other offer to
purchase (“Offer”) of any shares of any class or series of stock from any
person or entity other than WREF, BioDrain shall, prior to acceptance of the
Offer, and as a condition to the validity of any such acceptance, send a
complete copy of the Offer to WREF, together with written notice to WREF
(“BioDrain’s Notice”) that WREF has the right to purchase. on the same terms and
conditions (on a per share basis) specified in the Offer, up to the number
of shares necessary for WREF to maintain its percentage ownership in BioDrain
prior to the Offering on a fully diluted basis after the Offering.


	
 

	
 


	
 

	
          WREF
 shall have seven (7) days from receipt of BioDrain’s Notice to notify
 BioDrain of its intention to purchase all or a portion of the stock in
 accordance with BioDrain’s Notice. If WREF purchases fewer than all of the
 shares of stock it could
 purchase to maintain its percent ownership, it shall state in its notice to
 BioDrain the number of shares of stock it intends on purchasing.


	
 

	
 


	
 

	
          If
 WREF does not notify BioDrain within said seven (7) days of its intention to
 purchase all or a portion of the stock as aforesaid, then BioDrain shall have
 the right to sell the stock to the party that made the Offer, but solely
 according to the terms and conditions indicated in the Offer. If WREF
 notifies BioDrain that it will only purchase a portion of the stock that it
 could purchase, BioDrain may sell the remaining shares to the party
 who made the Offer solely according to the terms and conditions indicated in
 the Offer. If the stock is not transferred or conveyed to the offeree upon
 the terms and conditions in the Offer within four (4) months from the date
 WREF received BioDrain’s Notice, then the BioDrain’s Notice theretofore given
 shall be void, and the requirement that BioDrain comply with the above
 procedure shall be reinstated, and WREF’s Right of First Refusal shall
 remain in full force and effect. No sale, transfer, conveyance or other
 disposition of stock from any new class or series shall be effective unless
 BioDrain shall have first complied in full with the provisions of this
 Article V.


	
 

	
 


	
 

	
          If
 WREF exercises its Right of First Refusal, WREF shall purchase the shares of
 BioDrain stock set forth in its notice within thirty (30) days of BioDrain
 receiving WREF’s notice exercising this Right of First Refusal. BioDrain
 agrees to transfer the stock to WREF free and clear of all liens,
 encumbrances, purchase





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rights, claims,
 pledges, mortgages, security interests, or other limitations or restrictions
 whatsoever, except for transfer restrictions under state and federal
 securities laws


	
 

	
 


	
 

	
B. If BioDrain sells or
 otherwise transfers, to any person or entity other than WREF, any shares of
 BioDrain stock, whether authorized now or in the future, at a price that is
 less than the weighted average of the price paid per share for all BioDrain
 shares owned by WREF, BioDrain shall transfer to WREF, at no cost to WREF,
 the number of shares of the same class or series of stock determined as
 follows:


	
 

	
 


	
 

	
1. Subtract the price
 paid per share for the BioDrain stock purchased by the third party from the
 weighted average of the price paid per share for all shares of BioDrain stock
 owned by WREF.


	
 

	
 


	
 

	
2. Multiply the amount
 calculated in paragraph 1 above by the total number of shares of BioDrain
 stock owned by WREF.


	
 

	
 


	
 

	
3. Divide the amount
 calculated in paragraph 2 above by the purchase price of each share of
 BioDrain stock transferred to the third party, which is equal to the number
 of shares of BioDrain stock to be transferred to WREF.


	
 

	
 


	
 

	
4. For example, if WREF
 owned 70,000 shares of BioDrain stock, a third party purchased 1000 shares of
 BioDrain stock at $0.80 per share and the weighted average of all shares of
 BioDrain stock was $1.00 per share, BioDrain
 would transfer 17,500 shares of stock to WREF - $1.00 - $0.80 - $0.20; $0.20
 x 70,000 shares - $14,000; $14,000/$0.80/shares - 17,500 shares.





5.3 So long as WREF is a
shareholder of BioDrain or BioDrain is indebted to WREF, BioDrain shall locate
and maintain a significant business presence in Northwest Wisconsin.


ARTICLE
VI

FINANCIAL STATEMENTS


6.1 BioDrain shall
provide quarterly, in-house financial statements to WREF within 60 days of the
end of each fiscal quarter, commencing with the quarter ending March 31, 2007.


6.2 BioDrain shall
provide WREF an annual audited or reviewed financial statement within 90 days
of its fiscal year end, commencing for the year ending December 31, 2006.


ARTICLE
XII

BIODRAIN’S REPRESENTATIONS AND WARRANTIES


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          BioDrain
represents and warranties to WREF as follows:


7.1
BioDrain has issued only one class and/or series of shares.


7.2
The current shareholders of BioDrain and the number of shares owned by each
shareholder are listed on Exhibit A.


7.3
Except as set forth on Exhibit B, there are no outstanding warrants, options,
preemptive rights, or other rights to purchase or acquire any shares in
BioDrain.


7.4
BioDrain is duly incorporated, in
good standing and validly existing under the laws of Minnesota and is duly
licensed or qualified and in good standing in Wisconsin and all jurisdictions
where the ownership or leasing of property or the nature of business transacted
makes such qualification necessary, or where the failure to qualify would have
a material adverse effect on the business or financial condition of BioDrain.
BioDrain has the power and authority to own its properties and carry on its
business as now conducted and as currently proposed to be conducted and to
enter into, execute and deliver this Agreement and to perform its obligations
hereunder.


7.5
This Agreement has been duly authorized by all necessary action on the part of
BioDrain.


7.6
The execution, delivery and performance of the Agreement are duly authorized and are not in contravention of or conflict
with any term or provision of BioDrain’s Articles of Incorporation or Bylaws,
or, if in conflict, shall be amended to allow the actions contemplated this
Agreement.


7.7
This Agreement is a valid, binding and the legally enforceable obligation of
BioDrain in accordance with its terms.


7.8
The execution, delivery and performance of this Agreement does not require the
consent or approval of any governmental body or other regulatory authority and are not in contravention of or
conflict with any law, rule, regulation, order, writ, judgment, decree,
determination or award currently in effect.


7.9
The execution, delivery and performance of this Agreement is not in
contravention or in conflict with any agreement, indenture, or undertaking to
which BioDrain is a party or by which it or any of its property may be bound or affected, and does not cause
any lien, charge or other encumbrance to be created or imposed upon any such
properly by reason thereof.


7.10
There is no litigation or other proceeding pending or threatened against or
affecting BioDrain, including without limitation, a filing under the Bankruptcy
Code, an assignment for the benefit of Creditors, or receivership of BioDrain
imposed by a third


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party
and it is not in default with respect to any order, writ, injunction, decree,
or demand of any court or other governmental regulatory authority.


7.11
BioDrain, as of the date hereof,
possesses or has applied for all necessary trademarks, trade names, copyrights,
patents, patent rights, licenses, permits and franchises to conduct its business
as now operated, without any known conflict with the valid trademarks, trade
names, copyrights, patents, license, permits and franchise rights of others.


7.12
BioDrain has good and marketable title to all of the assets listed on the most
recent balance sheet provided to WREF (other than inventory and other assets
sold in the ordinary course of business) free and clear of any encumbrance of
any kind, except liens securing debt reflected on said balance sheet. All
assets necessary for the continued operation of BioDrain’s business as it is currently being conducted are owned by
BioDrain or subject to valid leasehold interests.


7.13
BioDrain is not in default of any obligation, covenant, or condition contained
in any bond, debenture, note or other evidence of indebtedness or any mortgage
or collateral instrument securing the same.


7.14
BioDrain is current on all federal, state, and local taxes including, but not
limited to income, payroll, real estate, and sales taxes and it has timely
filed all federal, state and local tax returns.


7.15
No real property currently or previously owned or operated by BioDrain
(collectively, the “Real Property”) has been used by BioDrain or any other
party, for the purpose of storing, disposal or treatment of any hazardous,
toxic or dangerous substance, waste or material (“Hazardous Materials”) in
violation of any federal, state or local laws relating to pollution, protection
of the environment or worker health and safety (collectively, the
“Environmental Laws”). There has been no release or threatened release of
Hazardous Materials on the Real
Property by BioDrain or by any other party. BioDrain has not received any
notice of any asserted present or past failure by BioDrain or by any other
party to comply with any Environmental Laws or any rule or regulation adopted
pursuant to such laws in connection with the Real Property.


          BioDrain
has not transported Hazardous Materials, or arranged for the transportation of
Hazardous Materials to any disposal, treatment or storage site which is the
subject of federal, state or local enforcement actions, other governmental or
private investigations, or which may lead to claims against BioDrain for
clean-up costs, remedial work or for damages.


          There
have not been and there are presently
no underground storage tanks, as defined under federal or applicable state law,
located on any real property currently owned, leased or otherwise controlled by
BioDrain.


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7.16
All financial statements provided by BioDrain, except as set forth in the notes
thereto, have been prepared in accordance with generally accepted accounting
principles applied on it basis consistent with the BioDrain’s past practices,
are complete and correct, in all material respects, and present fairly the financial
condition of BioDrain at the dates of said statements and the results of its
operations for the periods covered.


7.17
BioDrain has not violated, and is not violating, any laws, regulations or permits
which apply to the ownership of its assets or the conduct of its business.


7.18 Since BioDrain’s inception, there have been no written notices, citations or
decisions by any governmental authority that my product produced, manufactured, marketed or distributed at any time by
BioDrain (“Products”) is defective or fails to meet any applicable federal,
state, foreign or other laws, regulations, orders and other legal requirements.
There have been no recalls, field notifications or seizures ordered or, to the
knowledge of BioDrain, threatened by any governmental authority with respect to
any Products.


ARTICLE XIII 

WREF’S REPRESENTATIONS AND WARRANTIES


8.1
WREF recognizes that an investment in BioDrain is speculative, involves a high
degree of risk, that the purchase of the Shares is a long-term investment, that
transferability and sale of the Shares is restricted in many ways, and that in
the event of disposition of the Shares it could sustain a loss, either from an
economic standpoint or as a result of income tax obligations or both. WREF can
bear the economic risk of an investment in the Shares for an indefinite period
of time and can afford a complete loss of such investment.


8.2
WREF has obtained, to the extent it deems necessary, its own professional
advice with respect to the risks inherent in investment in BioDrain, the
suitability of the investment in light of WREF’s financial condition and
investment needs, and legal, tax and accounting matters.


8.3
WREF has been given access to full
and complete information regarding BioDrain, including the opportunity to ask
questions of and receive answers from the officers of BioDrain, and has
utilized such access to WREF’s satisfaction. This section is not intended to
limit the scope of the representations, warranties and covenants of BioDrain
contained in this Agreement.


8.4
In connection with WREF’s purchase of the Shares, it represents and warrants
that it is its intention to acquire
the Shares for its own account for investment purposes and not with a view to or for resale in
connection with any distribution thereof.


8.5
WREF understands that neither the Shares nor any shares purchased by WREF in
the future may be sold except pursuant to an effective registration statement
under the Securities Act of 1933 (the “Act”) and any applicable state
securities laws, or if, in the


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opinion
of counsel acceptable to BioDrain, such registration is not required. WREF
agrees that WREF will not sell or
assign either the Shares or any shares it purchases in the future without
registration under all applicable securities laws or appropriate exemptions
therefrom.


8.6
WREF understands and acknowledges that the Shares and any shares purchased by WREF in the future have not been
registered under the Act or under applicable state securities laws and are
being issued pursuant to exemptions therefrom which depend upon WREF’s
investment intention. Further, WREF understands that it is the position of the
Securities and Exchange Commission and the Minnesota securities division that
the statutory basis for such exemption would not exist if the representations
made herein merely mean that WREF’s present intention is to hold either the
Shares or any shares purchased in the future for a deferred sale, for a market
rise, or for a sale if the market does not rise, if a market ever develops, or
for a year or any other fixed period in the future.


8.7
WREF is not an accredited investor as that term is defined in the Act.


8.8
WREF is duly organized, in good standing and validly existing under the laws of
Wisconsin and has the power and authority to carry on its business as now
conducted, and to enter into, execute and deliver the Agreement and to perform its obligation hereunder.


8.9
The Agreement has been duly authorized by all necessary action on the part of
WREF.


8.10
This Agreement is a valid, binding and legally enforceable obligation of WREF
in accordance with its terms.


8.11
The execution, delivery and performance of this Agreement does not require the
consent of approval of any governmental body or other regulatory authority and
are not in contravention of or conflict with any law, rule, regulation, order,
writ, judgment, decree, determination or award currently in effect.


8.12
The execution, delivery and performance of this Agreement is not in
contravention or in conflict with any agreement, indenture, or undertaking to
which WREF is a party or by which it or any
of its property may be bound or affected, and does not cause any lien, charge
or other encumbrance to be created or imposed upon any such property by reason thereof.


ARTICLE IX

NOTICES


          All
notices, consents, requests, demands, and other communications hereunder shall
be in writing and shall be deemed to have been duly given to a party hereto if
mailed by certified mail, return receipt requested, at the addresses set forth
below:


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Wisconsin Rural Enterprise Fund 

 1400 South River Street

 Spooner, WI 54801


	
 

	
 


	
 

	
BioDrain Medical, Inc.

 699 Minnetonka Highlands

 Orono, MN 55356-9728





ARTICLE
X 

INDEMNIFICATION


10.1 Subject to Section 11.4, WREF agrees
to indemnify, reimburse, defend and hold harmless BioDrain from and against any
and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims and
expenses, including without limitation, interest, penalties, costs of
mitigation, reasonable attorneys’ fees and all amounts paid in investigation
defense or settlement of any of the foregoing less any undisputable net tax
benefits recognized by the party seeking indemnification as a result of the
matter winch is the subject of the indemnification claim (collectively, the “Damages”),
incurred in connection with, arising out of, resulting from or incident to:


	
 

	
 


	
 

	
A. any
 breach of or any inaccuracy in (or any alleged breach of or inaccuracy in)
 any representation or warranty made by WREF in this Agreement or any other document
 delivered by WREF at the Closing; or


	
 

	
 


	
 

	
B. any
 breach of or failure by WREF to perform any covenant or obligation of WREF
 set out or contemplated in this Agreement or any other document delivered by
 WREF at the Closing.





10.2 By
BioDrain. Subject to Section 11.4, BioDrain agrees to indemnify,
reimburse, defend and hold harmless WREF and its officers, directors, partners,
employees, agents, successors, assigns and affiliates from and against any and
all Damages incurred in connection with, arising out of, resulting from or
incident to:


	
 

	
 


	
 

	
              (a) any
 breach of or any inaccuracy in (or any alleged breach of or inaccuracy in)
 any representation or warranty made by BioDrain in this Agreement or any
 other document delivered by BioDrain at the Closing; or


	
 

	
 


	
 

	
              (b) any
 breach of or failure by BioDrain to perform any covenant or obligation of
 BioDrain set out or contemplated in this Agreement or any other document
 delivered by BioDrain at the Closing.


	
 

	
 





10.3 Promptly
after the receipt by any party hereto of notice of any claims or the
commencement of any action or proceeding by a third party (i.e. a party who is
not a party to this Agreement), such party hereto will, if a claim with respect
thereto is to be made against an indemnifying party, pursuant to Section 11.1
or 11.2 hereof, give such


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indemnifying party
written notice of such claim or the commencement of such action or proceeding.
In the case of a claim asserted by a third party, such indemnifying party shall
have the right, at its option to compromise or defend, at its own expense and
by its own counsel, any such matter involving the asserted liability of the
party seeking such indemnification. If any indemnifying party shall undertake
to compromise or defend any such asserted liability, it shall promptly notify
the party seeking indemnification of its intention to do so, and the party
seeking indemnification agrees to cooperate with the indemnifying party and its
counsel in the compromise of, or defense against, any such asserted liability.
In this event, the indemnified and indemnifying parties shall have the right to
participate in the defense of such asserted liability and to approve any
compromise or settlement, which approval shall not be unreasonably withheld. 


10.4 Other
Claims. After becoming aware of a claim for indemnification under this
Article XII not involving any third party claim, the indemnified party shall
give notice to the indemnifying party of such claim and the amount the
indemnified party will be entitled to receive hereunder from the indemnifying
party; provided, however, that the failure of the indemnified party to give
notice shall not relieve the indemnifying party of its obligations under this Article
XII except to the extent (if any) that the indemnifying party shall have been
actually prejudiced thereby. If the indemnified party does not receive an
objection in writing (a “Notice of Disagreement”) to such indemnification
claim within thirty (30) days of receiving notice thereof, the indemnified
party shall be entitled to recover promptly from the indemnifying party the
amount of such claim, and no later objection by the indemnifying party shall be
permitted. If the indemnifying party agrees that it has an indemnification
obligation but objects in a timely-delivered Notice of Disagreement that it is
obligated to pay only a lesser amount, the indemnified party shall nevertheless
be entitled to recover promptly from the indemnifying party the lesser amount,
without prejudice to the indemnified party’s claim for the difference.


ARTICLE
XI 

MISCELLANEOUS


11.1 This
Agreement shall be interpreted under the laws of the State of Wisconsin.


11.2 This
agreement shall be binding upon and inure to the benefit of the respective
parties and their successors and or assigns. Any assignment of the rights of
BioDrain or WREF hereunder shall be subject to the written consent of the other
party. 


11.3 The
representations, warranties, covenants and agreements set forth in this
Agreement or in any writing delivered to WREF or BioDrain in connection with
this Agreement will survive the Closing Date.


11.4 WREF
and BioDrain will each pay all of their respective legal and other expenses
incurred in the preparation of this Agreement and the performance of the terms
and conditions hereof. 


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11.5 This
Agreement, including the other documents referred to herein which form a part
hereof, contains the entire understanding of the parties hereto with respect to
the subject matter contained herein. There are no restrictions, promises,
warranties, This Agreement supersedes all prior agreements and undertakings
between the parties with respect to such subject matter.


11.6 No
waiver and no modification or amendment of any provision of this Agreement
shall be effective unless specifically made in writing and duly signed by the
party to be bound thereby.


11.7 If
any one or more covenants or agreements provided in this Agreement should be
contrary to law, then such covenant or covenants, agreement or agreements shall
be null and void and shall in no way affect the validity of the other
provisions of this Agreement.


11.8 This
Agreement may be executed in one or more counterparts, and shall become
effective when one or more counterparts have been signed by each of the
parties.


11.9 The
rights, remedies, powers and privileges provided in this Agreement are
cumulative and not exclusive and shall be in addition to any and all other
rights, remedies, powers and privileges granted by law, rule, regulation or
instrument. 


          WHEREFORE,
the parties have entered into this Agreement on the date first noted above.


	
 

	
 

	
 

	
 


	
 

	
 

	
Wisconsin Rural Enterprise Fund, LLC


	
 

	
 

	
 


	
 

	
  By

	
 


	
 

	
 

	 


	
 

	
 

	
Carl Melchiors, President


	
 

	
 

	
 


	
(SEAL)

	
 

	
 


	
 

	
Attest 

	



	
 

	
 

	 


	
 

	
 

	
Myron Schuster, Secretary


	
 

	
 

	
BioDrain Medical, Inc.


	
 

	
 

	
 


	
 

	
  By

	



	
 

	
 

	 


	
 

	
 

	
 


	
(SEAL)

	
 

	
 


	
 

	
Attest

	
 


	
 

	
 

	 





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