Exhibit 10.51


 


	
  LOAN NUMBER

  	
  LOAN NAME

  	
  ACCT. NUMBER

  	
  NOTE DATE

  	
  INITIALS

  
	
  4060026

  	
  PROUROCARE MEDICAL, INC

  	
   

  	
  02/28/09

  	
  KRH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NOTE AMOUNT

  	
  INDEX (w/Margin)

  	
  RATE

  	
  MATURITY DATE

  	
  LOAN PURPOSE

  
	
  $1,200,000.00

  	
  Wall Street Journal Prime plus

  	
  6.000%

  	
  03/28/10

  	
  Commercial

  
	
   

  	
  1.000%

  	
   

  	
   

  	
   

  



 


Creditor Use Only


 


PROMISSORY NOTE


(Commercial - Single Advance)


 


DATE AND PARTIES.
The date of this Promissory Note (Note) is February 28, 2009. The parties
and their addresses are:


 


LENDER:


CROWN BANK


6600 France Avenue South Ste
125


Edina, Minnesota 55435


Telephone: (952)
285-5800


 


BORROWER:


PROUROCARE MEDICAL, INC


a Nevada Corporation


6440 FLYING CLOUD DRIVE #101


EDEN PRAIRIE, Minnesota 55344


 


1. DEFINITIONS. As used in this
Note, the terms have the following meanings:


 


A.
Pronouns. The pronouns “I,” “me,” and “my” refer to each Borrower signing this
Note, individually and together. “You” and “Your” refer to the Lender.


B.
Note. Note refers to this document, and any extensions, renewals, modifications
and substitutions of this Note.


C.
Loan. Loan refers to this transaction generally, including obligations and
duties arising from the terms of all documents prepared or submitted for this transaction
such as applications, security agreements, disclosures or notes, and this Note,


D.
Loan Documents. Loan Documents refer to all the documents executed as a part of
or in connection with the Loan,


E.
Property. Property is any property, real, personal or intangible, that secures
my performance of the obligations of this Loan.


F.
Percent. Rates and rate change limitations are expressed as annualized
percentages.


 


2. PROMISE TO PAY. For value
received, I promise to pay you or your order, at your address, or at such other
location as you may designate, the principal sum of $1,200,000.00 (Principal)
plus interest from February 28, 2009 on the unpaid Principal balance until
this Note matures or this obligation is accelerated.


 


3. INTEREST. Interest will accrue
on the unpaid Principal balance of this Note at the rate of 6.000 percent (Interest
Rate) until March 1, 2009, after which time it may change as described in
the Variable Rate subsection,


 


A.
Interest After Default. If you declare a default under the terms of the Loan,
including for failure to pay in full at maturity, you may increase the Interest
Rate otherwise payable as described in this section. In such event, interest
will accrue on the unpaid Principal balance of this Note at a rate equal to the
rate in effect prior to default, plus 2.000 percent. until paid in full.


B.
Maximum Interest Amount. Any amount assessed or collected as interest under the
terms of this Note will be limited to the maximum lawful amount of interest
allowed by state or federal law, whichever is greater. Amounts collected in
excess of the maximum lawful amount will be applied first to the unpaid
Principal balance. Any remainder will be refunded to me.


C.
Statutory Authority. The amount assessed or collected on this Note is
authorized by the Minnesota usury laws under Minn. Stat. t 47.59.


D.
Accrual. Interest accrues using an Actual/36D days counting method.


E.
Variable Rate. The Interest Rate may change during the term of this
transaction,


 


(1) Index.
Beginning with the first Change Date, the Interest Rate will be based on the
following index: the base rate on corporate loans posted by at least 75% of the
30 largest U.S. banks known as the Wall Street Journal U.S. Prime Rate.


 


The
Current Index is the most recent index figure available on each Change Date.
You do not guaranty by selecting this Index, or the margin, that the Interest
Rate on this Note will be the same rate you charge on any other loans or class
of loans you make to me or other borrowers, If this Index is no longer
available, you will substitute a similar index. You will give me notice of your
choice.


 


(2) Change
Date. Each date on which the Interest Rate may change is called a Change Date.
The Interest Rate may change March 1, 2009 and daily thereafter.


 


(3) Calculation
Of Change. On each Change Date you will calculate the Interest Rate, which will
be the Current Index plus 1.000 percent. The result of this calculation will be
rounded up to the nearest .001 percent. Subject to any limitations, this will
be the Interest Rate until the next Change Date. The new Interest Rate will
become effective on each Change Date. The Interest Rate and other charges on
this Note will never exceed the highest rate or charge allowed by law for this
Note.


 


(4) Limitations,
The Interest Rate changes are subject to the following limitations:


 


(a) Lifetime.
The Interest Rate will never be less than 6.000 percent.


 


(5) Effect
Of Variable Rate. A change in the Interest Rate will have the following effect
on the payments: The amount of scheduled payments and the amount of the final
payment will change.


 


4. REMEDIAL CHARGES. In addition to
interest or other finance charges, I agree that I will pay these additional
fees based on my method and pattern of payment. Additional remedial charges may
be described elsewhere in this Note.


 


A.
Late Charge. If a payment is more than 10 days late, I will be charged 5.000
percent of the Unpaid Portion of Payment, I will pay this late charge promptly
but only once for each late payment. This amount may then increase so as to
always be the highest amount allowed by law under Minnesota Statutes 47.59.


 


5. GOVERNING AGREEMENT. This Note
is further governed by the Commercial Loan Agreement executed between you and
me as a part of this Loan, as modified, amended or supplemented. The Commercial
Loan Agreement states the terms and conditions of this Note, including the
terms and conditions under which the maturity of this Note may be accelerated.
When I sign this Note, I represent to you that I have reviewed and am in
compliance with the terms contained in the Commercial Loan Agreement.


 


6. PAYMENT. I agree to pay this Note
in installments of accrued interest beginning March 28, 2009, and then on
the 28th day of each month thereafter, I agree to pay the entire unpaid
Principal and any accrued but unpaid interest on March 28, 2010.


 


Payments will be rounded up to the
nearest $01. With the final payment I also agree to pay any additional fees or
charges owing and the amount of any advances you have made to others on my
behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month
that contains no such day will, instead, be made on the last day of such month.


 


Each payment I make on this Note
will be applied first to interest that is due then to principal that is due,
and finally to any charges that I owe other than principal and interest. If you
and I agree to a different application of payments, we will describe our
agreement on this Note. You may change how payments are applied in your sole
discretion without notice to me. The actual amount of my final payment will
depend on my payment record.


 


7. PREPAYMENT. I may prepay this
Loan in full or in part at any time.  Any
partial prepayment will not excuse any later scheduled payments until I pay in
full,


 


8. LOAN PURPOSE. The purpose of
this Loan is WORKING CAPITAL.


 


9. ADDITIONAL TERMS. THIS NOTE IS
SECURED BY A SEPERATE SECURTY AGREEMENT DATED OCTOBER 10, 2007.


 


THE BORROWERS AND GUARANTORS AGREE
TO PROVIDE ANNUAL FINANCIAL STATEMENTS AND TAX RETURNS.


 


10. SECURITY.  This loan is secured by separate instruments
prepared together with this Note as follows;


 

















 


	
  Document Name

  	
  Parties to Document

  	
  Date of Security Document

  
	
  Commercial Loan And Security
  Agreement. PROUROCARE

  	
  PROUROCARE MEDICAL, INC.

  	
  October 10, 2007

  



MEDICAL, INC


 


11. DUE ON SALE OR ENCUMBRANCE. You
may, at your option, declare the entire balance of this Note to be immediately
due and payable upon the creation of, or
contract for the creation of, any lien, encumbrance, transfer or sale of all or
any part of the Property. This right is subject to the restrictions imposed by
federal law 112 C.F.R. 5911, as applicable. However, if I am in default under
this Agreement, I may not sell the inventory portion of the Property even in
the ordinary course of business,


 


12. WAIVERS AND CONSENT. To
the extent not prohibited by law, I waive protest, presentment for payment,
demand, notice of acceleration, notice of intent to accelerate and notice of
dishonor.


 


A.
Additional Waivers By Borrower. In addition, I, and any party to this Note and
Loan, to the extent permitted by law, consent to certain actions you may take,
and generally waive defenses that may be available based on these actions or
based on the status of a party to this Note.


 


(1) You
may renew or extend payments on this Note, regardless of the number of such
renewals or extensions.


 


(2) You
may release any Borrower, endorser, guarantor, surety, accommodation maker or
any other co-signer.


 


(3) you
may release, substitute or impair any Property securing this Note.


 


(4) You,
or any institution participating in this Note, may invoke your right of
set-off.


 


(5) You
may enter into any sales, repurchases or participations of this Note to any
person in any amounts and I waive notice of such sales, repurchases or
participations.


 


(6) I
agree that any of us signing this Note as a Borrower is authorized to modify
the terms of this Note or any instrument securing, guarantying or relating to
this Note.


 


(7) I
agree that you may inform any party who guarantees this Loan of any Loan
accommodations, renewals, extensions, modifications, substitutions or future
advances.


 


B.
No Waiver By Lender. Your course of dealing, or your forbearance from, or delay
in, the exercise of any of your rights, remedies, privileges or right to insist
upon my strict performance of any provisions contained in this Note, or any
other Loan Document, shall not be construed as a waiver by you, unless any such
waiver is in writing and is signed by you.


 


13. COMMISSIONS. I understand and
agree that you or your affiliate will earn commissions or fees on any insurance
products, and may earn such fees on other services that I buy through you or
your affiliate.


 


14. APPLICABLE LAW. This Note is
governed by the laws of Minnesota, the United States of America, and to the
extent required, by the laws of the jurisdiction where the Property is located,
except to the extent such state laws are preempted by federal law. In the event
of a dispute, the exclusive forum, venue and place of jurisdiction will be in
Minnesota, unless otherwise required by law.


 


15. JOINT AND INDIVIDUAL LIABILITY
AND SUCCESSORS. My obligation to pay the Loan is independent of the obligation
of any other person who has also agreed to pay it. You may sue me alone, or
anyone else who is obligated on the Loan, or any number of us together, to
collect the Loan. Extending the Loan or new obligations under the Loan, will
not affect my duty under the Loan and I will still be obligated to pay the
Loan. This Note shall inure to the benefit of and be enforceable by you and
your successors and assigns and shall be binding upon and enforceable against
me and my personal representatives, successors, heirs and assigns.


 


16. AMENDMENT, INTEGRATION AND
SEVERABILITY. This Note may not be amended or modified by oral agreement. No
amendment or modification of this Note is effective unless made in writing and
executed by you and me. This Note and the other Loan Documents are the complete
and final expression of the agreement. If any provision of this Note is
unenforceable, then the unenforceable provision will be severed and the
remaining provisions will still be enforceable.  No present or future agreement securing any
other debt I owe you will secure the payment of this Loan if, as a result, this
Loan would become subject to Section 670 of the John Warner National
Defense Authorization Act for Fiscal Year 2007.


 


17. INTERPRETATION. Whenever used,
the singular includes the plural and the plural includes the singular. The
section headings are for convenience only and are not to be used to interpret
or define the terms of this Note.


 


18. NOTICE, FINANCIAL REPORTS AND ADDITIONAL
DOCUMENTS. Unless otherwise required by law, any notice will be given by
delivering it or mailing it by first class mail to the appropriate party’s
address listed in the DATE AND PARTIES section, or to any other address
designated in writing. Notice to one Borrower will be deemed to be notice to
all Borrowers. I will inform you in writing of any change in my name, address
or other application information. I agree to sign, deliver, and file any
additional documents or certifications that you may consider necessary to
perfect, continue, and preserve my obligations under this Loan and to confirm
your lien status on any Property. Time is of the essence.


 


19. CREDIT INFORMATION. I agree to
supply you with whatever information you reasonably request. You will make
requests for this information without undue frequency, and will give me
reasonable time in which to supply the information.


 


20.
ERRORS AND OMISSIONS. I agree, if requested by you, to fully cooperate
in the correction, if necessary, in the reasonable discretion of you of any and
all loan closing documents so that all documents accurately describe the loan
between you and me. I agree to assume all costs including by way of
illustration and not limitation, actual expenses, legal fees and marketing losses
for failing to reasonably comply with your requests within thirty (30) days.


 


21. SIGNATURES. By signing, I agree
to the terms contained in this Note. I also acknowledge receipt of a copy of
this Note.


 


	
   

  	
  BORROWER:

  	
   

  	
   

  
	
   

  	
   

  	
  PROUROCARE MEDICAL, INC

  	
   

  
	
   

  	
   

  	
   

  	
  By 

  	
  /s/ RICK CARLSON

  	
   

  
	
   

  	
   

  	
   

  	
  RICK CARLSON, CEO