<TABLE>
<CAPTION>
                               PROMISSORY NOTE
------------------------------------------------------------------------------------------
<S>           <C>        <C>       <C>         <C>        <C>       <C>         <C>
Principal   Loan Date  Maturity   Loan No.    Call/Coll  Account    Officer    Initials
------------------------------------------------------------------------------------------
$300,000.00 10-20-2005 03-14-2006   11599                            10009
------------------------------------------------------------------------------------------
 References in the shaded area are for Lender's use only and do not limit the
        applicability of this document to any particular loan or item.
     Any item above containing "***" has been omitted due to text length
                                 limitations.

Borrower: Pro Uro Care. Inc.                     Lender:  Venture Bank
          One Carlson Parkway. Suite 124                  5601 Green Valley Drive, Suite 120
          Plymouth, MN 55447                              Bloomington, MN 55437
=============================================================================================
 Principal Amount: $300,000.00   Interest Rate: 8.750%       Date of Note: October 20, 2005
</TABLE>

   PROMISE TO PAY. Pro Uro Care, Inc.  ("Borrower") promises to pay to Venture
   Bank  ("Lender"),  or  order,  in  lawful  money of the  United  States  of
   America,  the principal  amount of Three Hundred  Thousand & 00/100 Dollars
   ($300,000.00),  together  with  Interest at the rate of 8.750% per annum on
   the unpaid principal balance from October 20, 2005, until paid in full.

   PAYMENT.   Borrower  will  pay  this  loan  In  one  principal  payment  of
   $300,000.00  plus interest on March 14, 2006. This payment due on March 14,
   2006,  will be for all principal and a11 accrued  interest not yet paid. In
   addition,  Borrower will pay regular monthly payments of all accrued unpaid
   interest due as of each payment  date,  beginning  November 14, 2005,  with
   all  subsequent  interest  payments to be due on the same day of each month
   after  that.  Unless  otherwise  agreed  or  required  by  applicable  law,
   payments  will be applied  first to any accrued  unpaid  interest,  then to
   principal;  then to any  unpaid  collection  costs;  and  then to any  late
   charges.  The annual  interest  rate for this Note is computed on a 365/360
   basis;  that is, by applying the ratio of the annual  interest  rate over a
   year  of  360  days,  multiplied  by  the  outstanding  principal  balance,
   multiplied  by  the  actual  number  of  days  the  principal   balance  is
   outstanding.  Borrower  will pay Lender at Lender's  address shown above or
   at such other place as Lender may designate in writing.

   PREPAYMENT.  Borrower  agrees that all loan fees and other prepaid  finance
   charges  are  earned  fully  as of the  date of the  loan  and  will not be
   subject to refund upon early payment  (whether  voluntary or as a result of
   default),  except as otherwise  required by law.  Except far the foregoing,
   Borrower  may pay  without  penalty  all or a portion  of the  amount  owed
   earlier  than it is due.  Early  payments  will  not,  unless  agreed to by
   Lender in writing,  relieve  Borrower of Borrower's  obligation to continue
   to make payments under the payment  schedule.  Rather,  early payments will
   reduce the  principal  balance  due.  Borrower  agrees  not to send  Lender
   payments marked "paid in full",  "without  recourse",  or similar language.
   If Borrower  sends such a payment,  Lender may accept it without losing any
   of Lender's  rights under this Note, and Borrower will remain  obligated to
   pay  any  further  amount  owed  to  Lender.  All  written   communications
   concerning   disputed  amounts,   including  any  check  or  other  payment
   instrument  that indicates that the payment  constitutes  "payment in full"
   of  the  amount  owed  or  that  is  tendered  with  other   conditions  or
   limitations or as full  satisfaction of a disputed amount must be mailed or
   delivered to: Venture Bank, 5601 Green Valley Drive Bloomington, MN 55437.

   LATE  CHARGE.  If a  payment  is 10  days or more  late,  Borrower  will be
   charged 5.000% of the unpaid portion of the regularly scheduled payment.

   INTEREST AFTER DEFAULT.  Upon default,  including failure to pay upon final
   maturity,  Lender,  at its option,  may, if permitted under applicable law,
   increase  the  interest  rate on this Note  4.000  percentage  points.  The
   interest rate will not exceed the maximum rate permitted by applicable law.

   DEFAULT.  Each of the  following  shall  constitute  an  event  of  default
   ("Event of Default") under this Note:

      Payment Default.  Borrower fails to make any payment when due under this
      Note.

      Other  Defaults.  Borrower  fails to comply with or to perform any other
      term,  obligation,  covenant or  condition  contained in this Note or in
      any of the related  documents  or to comply with or to perform any term,
      obligation,  covenant  or  condition  contained  in any other  agreement
      between Lender and Borrower.

      False  Statements.  Any warranty,  representation  or statement  made or
      furnished to Lender by Borrower or on Borrower's  behalf under this Note
      or the  related  documents  is  false  or  misleading  in  any  material
      respect,  either now or at the time made or furnished  or becomes  false
      or misleading at any time thereafter.

      Insolvency.  The dissolution or termination of Borrower's existence as a
      going  business,  the  insolvency  of  Borrower,  the  appointment  of a
      receiver for any part of Borrower's  property,  any  assignment  for the
      benefit of creditors,  any type of creditor workout, or the commencement
      of any proceeding  under any bankruptcy or insolvency laws by or against
      Borrower.

      Creditor or  Forfeiture  Proceedings.  Commencement  of  foreclosure  or
      forfeiture  proceedings,  whether  by  judicial  proceeding,  self-help,
      repossession or any other method,  by any creditor of Borrower or by any
      governmental  agency  against any  collateral  securing  the loan.  This
      includes a garnishment of any of Borrower's accounts,  including deposit
      accounts,  with Lender.  However,  this Event of Default shall not apply
      if there is a good  faith  dispute by  Borrower  as to the  validity  or
      reasonableness  of the  claim  which  is the  basis of the  creditor  or
      forfeiture  proceeding  and if Borrower  gives Lender  written notice of
      the creditor or  forfeiture  proceeding  and deposits with Lender monies
      or a surety  bond  for the  creditor  or  forfeiture  proceeding,  in an
      amount  determined  by  Lender,  in its  sole  discretion,  as  being an
      adequate reserve or band for the dispute.

      Events  Affecting  Guarantor.  Any of the  preceding  events occurs with
      respect to any  Guarantor of any of the  indebtedness  or any  Guarantor
      dies or becomes incompetent,  or revokes or disputes the validity of, or
      liability  under,  any  guaranty of the  indebtedness  evidenced by this
      Note.  In the event of a death,  Lender,  at its option,  may, but shall
      not  be  required   to,   permit  the   Guarantor's   estate  to  assume
      unconditionally  the obligations  arising under the guaranty in a manner
      satisfactory to Lender, and, in doing so, cure any Event of Default.

      Change In  Ownership.  Any change in  ownership of  twenty-five  percent
      (25%) or more of the common stock of Borrower.

      Adverse  Change.   A  material   adverse  change  occurs  in  Borrower's
      financial  condition,  or Lender  believes  the  prospect  of payment or
      performance of this Note is impaired.

      Insecurity. Lender in good faith believes itself insecure.

      Cure  Provisions.  If any  default,  other  than a default in payment is
      curable and if  Borrower  has not been given a notice of a breach of the
      same provision of this Note within the preceding twelve (12) months,  it
      may be cured if Borrower,  after  receiving  written  notice from Lender
      demanding  cure of such default:  (1) cures the default  within  fifteen
      (15) days;  or (2) if the cure  requires  more than  fifteen  (15) days,
      immediately   initiates  steps  which  Lender  deems  in  Lender's  sole
      discretion  to  be  sufficient  to  cure  the  default  and   thereafter
      continues and completes all  reasonable and necessary  steps  sufficient
      to produce compliance as soon as reasonably practical.

   LENDER'S  RIGHTS.  Upon  default,  Lender may  declare  the  entire  unpaid
   principal balance on this Note and all accrued unpaid interest

<PAGE>

                               PROMISSORY NOTE
     Loan No: 11599              (Continued)                             Page 2
================================================================================

     immediately due, and then Borrower will pay that amount.

     ATTORNEYS'  FEES,  EXPENSES.  Lender may hire or pay someone else to help
     collect  this Note if  Borrower  does not pay.  Borrower  will pay Lender
     that amount.  This includes,  subject to any limits under applicable law,
     Lender's reasonable attorneys' fees and Lender's legal expenses,  whether
     or  not  there  is  a  lawsuit,  including  reasonable  attorneys'  fees,
     expenses  for  bankruptcy  proceedings  (including  efforts  to modify or
     vacate any automatic stay or injunction),  and appeals. If not prohibited
     by applicable  law,  Borrower also will pay any court costs,  in addition
     to all other sums provided by law.

     GOVERNING  LAW.  This Note will be governed by federal law  applicable to
     Lender and, to the extent not  preempted  by federal law, the laws of the
     State of Minnesota  without  regard to Its  conflicts of law  provisions.
     This Note has been accepted by Lender in the State of Minnesota.

     RIGHT OF SETOFF.  To the  extent  permitted  by  applicable  law,  Lender
     reserves  a right  of  setoff  in all  Borrower's  accounts  with  Lender
     (whether  checking,  savings,  or some other account).  This includes all
     accounts  Borrower  holds  jointly  with  someone  else and all  accounts
     Borrower may open in the future.  However,  this does not include any IRA
     or Keogh  accounts,  or any  trust  accounts  for which  setoff  would be
     prohibited by law.  Borrower  authorizes  Lender, to the extent permitted
     by   applicable   law,  to  charge  or  setoff  all  sums  owing  on  the
     indebtedness against any and all such accounts,  and, at Lender's option,
     to  administratively  freeze all such accounts to allow Lender to protect
     Lender's charge and setoff rights provided in this paragraph.

     COLLATERAL.  Borrower  acknowledges  this Note is secured by All Business
     Assets per Commercial  Security  Agreement  dated  3/31/05.  A Commercial
     Guaranty  signed  by Adrian  T.  Johnson  dated  10/20/05.  A  Commercial
     Guaranty signed by Ronald S. Musich dated 10/20/05.

     PRIOR NOTE.  This note amends and restates the note dated  3/31/05 in the
     original  amount of  $100,000.00  given by Pro Uro Care,  Inc. to Venture
     Bank and is not intended to discharge the indebtedness  evidenced by such
     other note.

     SUCCESSOR  INTERESTS.  The  terms  of this  Note  shall be  binding  upon
     Borrower,   and  upon   Borrower's   heirs,   personal   representatives,
     successors and assigns,  and shall inure to the benefit of Lender and its
     successors and assigns.

     GENERAL  PROVISIONS.  Lender  may  delay  or forgo  enforcing  any of its
     rights or remedies  under this Note  without  losing  them.  In addition,
     Lender  shall have all the rights and  remedies  provided  in the related
     documents or available at law, in equity, or otherwise.  Except as may be
     prohibited by applicable  law, all of Lender's  rights and remedies shall
     be cumulative and may be exercised  singularly or concurrently.  Election
     by Lender to pursue any  remedy  shall not  exclude  pursuit of any other
     remedy,  and an  election  to  make  expenditures  or to take  action  to
     perform an  obligation  of Borrower  shall not affect  Lender's  right to
     declare a default and to exercise its rights and  remedies.  Borrower and
     any other  person who signs,  guarantees  or endorses  this Note,  to the
     extent allowed by law, waive presentment,  demand for payment, and notice
     of  dishonor.  Upon any  change in the  terms of this  Note,  and  unless
     otherwise  expressly  stated in  writing,  no party who signs  this Note,
     whether as maker,  guarantor,  accommodation maker or endorser,  shall be
     released from liability.  All such parties agree that Lender may renew or
     extend  (repeatedly  and for any length of time) this loan or release any
     party or  guarantor  or  collateral;  or impair,  fail to realize upon or
     perfect Lender's security interest in the collateral;  and take any other
     action  deemed  necessary  by Lender  without the consent of or notice to
     anyone.  All such  parties  also agree that  Lender may modify  this loan
     without  the  consent  of or notice to anyone  other  than the party with
     whom the modification is made. The obligations  under this Note are joint
     and several.

     SECTION  DISCLOSURE.  To the extent not  preempted by federal  law,  this
     loan is made under Minnesota Statutes, Section 47.59.


     PRIOR  TO  SIGNING  THIS  NOTE,  BORROWER  READ  AND  UNDERSTOOD  ALL THE
     PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.

     BORROWER  ACKNOWLEDGES  RECEIPT OF A  COMPLETED  COPY OF THIS  PROMISSORY
     NOTE.

     BORROWER:


     PRO URO CARE, INC.


     By:  /s/ Maurice R. Taylor II
        ----------------------------------------------
       Maurice R. Taylor II, Chairman & CEO of Pro Uro
       Care, Inc.