Exhibit 10.56


 


THIS
NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS.  THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION
HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


CONVERTIBLE PROMISSORY
NOTE


 


	
  $281,000.00

  	
  March 19,
  2009

  



 


FOR VALUE RECEIVED, ProUroCare Medical Inc., a Nevada corporation (the “Company”),
hereby promises to pay to James L. Davis (“Holder”),
the principal sum of TWO HUNDRED EIGHTTY-ONE DOLLARS ($281,000.00), together
with interest as provided for herein, in lawful currency of the United States
of America.


 


SECTION 1

Terms


 


Section 1.1     No
Interest.  This convertible
promissory note bears no interest.


 


Section 1.2     Maturity.  Subject to the earlier conversion of this
Note, the entire outstanding principal amount of this Note, together with the
interest accrued on this Note from the date of this Note through the date of
payment, shall be payable to the Holder in cash on March 19, 2010 (the “Maturity
Date”).


 


Section 1.3     Optional
Conversion.  At anytime or from time
to time, at the option of the Holder, all or any portion of the outstanding
principal amount of this Note (the “Converted Balance”) may be converted
into that number of shares of the Company’s common stock, $0.00001 par value
per share (the “Common Stock”), as is obtained by dividing the Converted
Balance by $0.55 (the “Conversion Price”).


 


Section 1.4     Optional
Prepayment.  Subject to the Holder’s
right to have some or all of the principal on this Note converted into Common Stock
in accordance with Section 1.3 hereof, the Company may, at its option,
without premium or penalty, upon fifteen (15) days prior written notice to the
Holder, repay the unpaid principal amount of this Note, at any time in whole or
from time to time in part, together with interest accrued thereon to the date
of prepayment.  Any such prepayment shall
be applied first to the payment of accrued interest and then to repayment of
principal.  Upon any partial prepayment
of the unpaid principal amount of this Note, the Holder shall make notation on
this Note of the portion of the principal so prepaid.


 

















 


Section 1.5     Subordination.  This Note shall be subordinated in all
respects (including right of payment) to all other indebtedness of the Company,
now existing or hereafter owing, to banks and other such financial
institutions.


 


Section 1.6     No
Fractional Shares or Scrips.  No
fractional shares or scrip representing fractional shares shall be issued upon
the conversion of this Note.  In lieu of
issuing such fractional shares, the Company shall round up the number of shares
to be issued to the nearest whole share.


 


Section 1.7     No
Impairment.  Without limiting or
altering the provisions or obligations of the Company under this Note, the
Company shall not avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed by it pursuant to this Note and shall
at all times in good faith assist in the observance or performance of any of
the terms to be observed or performed by it pursuant to this Note.


 


Section 1.8     Release
of Obligations.  Upon conversion or
prepayment of this Note, the Company shall be forever released from all its
obligations and liabilities under this Note.


 


Section 1.9     Adjustment.


 


(a)                                  Adjustments
for Dividends and Distributions.  In
the event the Company at any time or from time to time after the date hereof
shall make, issue, or fix a record date for the determination of holders of
capital stock entitled to receive a dividend or other distribution (including a
stock split or subdivision) payable in securities of the Company, then and in
such event provisions shall be made so that the Holder shall receive, upon
conversion of this Note, in addition to the number of shares of Common Stock
receivable thereupon, the amount of securities of the Company that the Holder
would have received had this Note been converted into Common Stock on the date
of such event and had the Holder thereafter, during the period from the date of
such event to and including the conversion date, retained such securities
receivable by the Holder as aforesaid during such period, giving application to
all adjustments called for during such period under this Note with respect to
the rights of the Holder under the Note.


 


(b)                                 Adjustment
for Reclassifications, Exchanges, or Substitutions.  If the Common Stock issuable upon the
conversion of this Note shall be changed into the same or different number of
shares of any class or classes of capital stock, whether by capital
reorganization, reclassification, or otherwise (other than a subdivision or
combination of shares or stock dividend, or a reorganization, merger,
consolidation, or sale of assets provided for elsewhere), then and in each such
event the Holder shall have the right thereafter to convert this Note into the
kind and amount of shares of capital stock and other securities and property
receivable upon such reorganization, reclassification, or other change, by
holders of the number of shares of Common Stock into which this Note might have
been converted immediately prior to such reorganization, reclassification or
change, all subject to further adjustment as provided herein.


 


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(c)                                  Reorganization;
Mergers; Consolidations; Sales of Assets. 
If at any time or from time to time there shall be a capital
reorganization of the Common Stock issuable upon conversion of this Note (other
than a subdivision, combination, reclassification, or exchange of shares
provided for elsewhere) or a merger or consolidation of the Company with or
into another corporation, or the sale of all or substantially all of the
Company’s properties and assets to any other entity, then, as a part of such
reorganization, merger, consolidation, or sale, provision shall be made so that
the Holder shall thereafter be entitled to receive upon conversion of this
Note, the number of shares of capital stock or other securities or property of
the Company, or of the successor corporation resulting from such merger or
consolidation or sale, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such capital reorganization, merger,
consolidation, or sale. In any such case, appropriate adjustment shall be made
in the application of the provisions of this Note with respect to the rights of
the Holder after the reorganization, merger, consolidation, or sale to the end
that the provisions of this Note shall be applicable after the event as nearly
equivalent as may be practicable.


 


(d)                                 Adjustment
for Stock Splits and Combinations. 
If the Company at any time or from time to time effects a subdivision of
the outstanding capital stock, the Conversion Price then in effect immediately
before that subdivision shall be proportionately decreased, and conversely, if
the Company at any time or from time to time combines the outstanding shares of
capital stock, the Conversion Price then in effect immediately before the
combination shall be proportionately increased. Any adjustment under this
subsection (d) shall become effective at the close of business on the date
the subdivision or combination becomes effective.


 


SECTION 2

Events of Default


 


Section 2.1  Events of Default.   The entire outstanding principal amount of
this Note, together with all interest accrued thereon (such principal and
accrued interest, the “Outstanding Balance”) shall become due and
payable without any action on the part of the Holder thereof upon the happening
of any of the following events (each, an “Event of Default”):


 


(a)                                  the
Company shall generally not pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Company seeking to adjudicate it bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, custodianship, protection, or relief of it or its debts under any
law relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a receiver,
custodian trustee, or other similar official for it or for any substantial part
of its property; or


 


(b)                                 the
Company shall default in the due performance or observance of any expressed or
implied covenant, agreement or provision of this Note and such default shall 


 


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have continued uncured
for a period of sixty (60) days after written notice thereof to the Company
from the Holder.


 


Section 2.2 
Suits for Enforcement.  In
case any one or more Events of Default shall have occurred and be continuing,
unless such Events of Default shall have been waived in the manner provided in Section 3.5,
the Holder may proceed to protect and enforce his rights under this Section 2.2
by suit in equity or action at law.  It is agreed that in the event the Holder
prevails in such action, the Holder shall be entitled to receive all reasonable
fees, costs and expenses incurred, including without limitation such reasonable
fees and expenses of attorneys (whether or not litigation is commenced) and
reasonable fees, costs and expenses of appeals.


 


SECTION 3

Miscellaneous


 


Section 3.1     Lost,
Stolen or Mutilated Notes.  Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note, and in case of any such loss, theft or destruction,
upon delivery of any customary indemnity agreement reasonably satisfactory to
the Company, or in any case of any such mutilation, upon surrender and
cancellation of this Note, the Company at its expense will issue and deliver a
new Note of like tenor in an amount equal to the amount of such lost, stolen or
mutilated Note and any such lost, stolen or destroyed Note shall thereupon
become void.


 


Section 3.2     Benefit
of Note.  This Note shall be binding
upon, and shall inure to the benefit of and be enforceable by, the Holder and his
successors and assigns.  All of the
covenants and the agreements contained in this Note by or on behalf of the
Company are binding on the Company’s successors and assigns, whether by
consolidation, merger, transfer or license of all or substantially all of the
property of the Company.


 


Section 3.3     Costs
of Collection.  The Company hereby
waives presentment for payment, notice of dishonor, protest and notice of
protest and, following an Event of Default, the Company shall pay all of the Holder’s
costs of collecting or attempting to collect any amount due hereunder,
including but not limited to, all reasonable attorneys’ fees and legal
expenses.


 


Section 3.4     Notices.  All notices required under this Note shall be
deemed to have been given or made for all purposes (i) upon personal delivery, (ii) upon
confirmation receipt that the communication was successfully sent to the applicable
number if sent by facsimile; (iii) one day after being sent, when sent by
professional overnight courier service, or (iv) five days after posting
when sent by registered or certified mail. 
Notices to the Company shall be sent to the principal office of the
Company (or at such other place as the Company shall notify the Holder hereof
in writing).  Notices to the Holder shall
be sent to the address of the Holder as set forth in the books and records of
the Company on the date hereof (or at such other place as the Holder shall
notify the Company hereof in writing).


 


Section 3.5     Amendment;
Waiver.  Any term of this Note may be
amended, changed or modified, and the observance of any term of this Note may
be waived (either generally or in a 


 


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particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the Holder


 


Section 3.6     Governing
Law and Construction.  This Note
shall be construed in accordance with and governed by the laws of the State of
Minnesota, without regard to the principles of conflicts of law.  Whenever possible, each provision of this
Note and any other statement, instrument or transaction contemplated hereby and
valid under such applicable law, but, if any provision of this Note or any
other statement, instrument or transaction contemplated hereby or relating
hereto shall be held to be prohibited or invalid under such applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note or any other statement, instrument or
transaction contemplated hereby or relating hereto.


 


IN WITNESS WHEREOF,
the Company has executed this Note as of the date first above written.


 


	
   

  	
  PROUROCARE MEDICAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard C. Carlson

  
	
   

  	
   

  	
  Name:

  	
  Richard C. Carlson

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
					



 


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