Exhibit 10.1







EXHIBIT 10.1




PROMISSORY NOTE





	 	 	 
	$200,000.00
	 	March 1, 2010

    Atlanta, Georgia








FOR VALUE RECEIVED, the undersigned SANUWAVE HEALTH, INC. (hereinafter referred to as “Maker”), promises to pay to
the order of DAVID N. NEMELKA (hereinafter referred to as “Payee”; Payee and any subsequent holder(s) hereof being
hereinafter referred to collectively as “Holder”), at the address of Payee at 2662 Stonebury Loop Road, Springville, UT
84663, or at such other place as Holder may designate to Maker in writing from time to time, the principal sum of TWO
HUNDRED THOUSAND DOLLARS ($200,000.00), together with interest on so much thereof as is from time to time outstanding
and unpaid, at the rate hereinafter set forth, in lawful money of the United States of America, such principal and
interest to be paid in the following manner:



The entire outstanding principal balance of this Promissory Note, together with all accrued and
unpaid interest and charges thereon, shall be due and payable on June 1, 2010.



It is hereby expressly agreed that unless and until there is a default hereunder interest shall accrue on the
unpaid principal balance at the simple rate equal to five percent (5%) per annum calculated on the actual number of
days elapsed in a 365 day year. In the event the principal is not paid in full within three business days of the due
date stipulated above, or any other default occurs, then, from and after such date and until payment in full of the
amount due hereunder, interest shall accrue on the outstanding principal balance of this Promissory Note at the simple
rate equal to ten percent per annum (10%). Time is of the essence of this Promissory Note. Maker agrees to pay all
costs and expenses of collection of the indebtedness evidenced by this Note including 15% of the amount of principal
and interest involved as attorneys’ fees (if collected by or through an attorney) in connection with such collection.



Presentment for payment, demand, protest and notice of demand, dishonor, protest and non-payment and all other
notices are hereby waived by Maker. No acceptance of a partial installment, late payment or indulgences granted from
time to time shall be construed (i) as a novation of this Promissory Note or as a reinstatement of the indebtedness
evidenced hereby or as a waiver of the right of Holder thereafter to insist upon strict compliance with the terms of
this Promissory Note, or (ii) to prevent the exercise of any right granted hereunder or by the laws of the State of
Georgia; and Maker hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which
may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. No extension of
the time for the payment of this Promissory Note or any installment due hereunder, made by agreement with any person
now or hereafter liable for the payment of this Promissory Note, shall operate to release, discharge, modify, change or
affect the original liability of Maker under this Promissory Note, either in whole or in part, unless Holder agrees
otherwise in writing. This Promissory Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.


 


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This Promissory Note is intended as a contract under and shall be construed and enforced in accordance with the
laws of the State of Georgia. The undersigned hereby certifies that this Promissory Note has been executed by Maker
and delivered to Payee in the State of Georgia.



If from any circumstances whatsoever, fulfillment of any provision of this Promissory Note or of any other
instrument evidencing or securing the indebtedness evidenced hereby, at the time performance of such provision shall be
due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other
applicable law, with regard to obligations of like character and amount, then, the obligation to be fulfilled shall be
reduced to the limit of such validity, so that in no event shall any action be possible under this Promissory Note or
under any other instrument evidencing or securing the indebtedness evidenced hereby, that is in excess of the current
limit of such validity, but such obligation shall be fulfilled to the limit of such validity.



As used herein, the terms “Maker” and “Holder” shall be deemed to include their respective heirs, successors,
legal representatives and assigns, whether by voluntary action of the parties or by operation of law.



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



Maker:



SANUWAVE HEALTH, INC.





	 	 	 	 
	 
	 	By:	
	 	 	 	 
	Witness

	 	 	Title: Chief Financial Officer






	 	 	 
	 	Address:	11680 Great Oaks Way

Suite 350

Alpharetta, GA 30022






 


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