Exhibit 10.21 to Biodrain Medical, Inc. Form S-1



Exhibit 10.21 


CONVERTIBLE
DEBENTURE


	
 

	
 

	
 

	
 


	
 

	
 

	
699 Minnetonka Highlands Lane

	
 


	
 

	
 

	
Orono, MN 55356-9728

	
 


	
 

	
 

	
 

	
 


	
 

	
          $50,000,00

	
March
 1, 2007

	
 





          FOR VALUE RECEIVED, the undersigned,
“BioDrain Medical, Inc.,” a Minnesota company (“BioDrain” or “Maker”), hereby promises to pay to
the order of
Roy 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 be
governed by the internal laws of, the State of Minnesota, without regard to principles
of conflict of laws.


	
 

	
 

	
 

	
 

	
 


	
BIODRAIN MEDICAL, INC.

	
 

	
Roy Moore

	
 


	
 

	
 

	
 

	
 

	
 


	
By

	


	
 

	


	
 


	
 

	 

	
 

	 

	
 


	
 

	
 

	
 

	
 

	
 


	
Title 

	
  President & CEO

	
 

	
771 NE 36th Street

	
 


	
 

	
 

	
 

	
Boca Raton, FL 33431