Unassociated Document


 

    EXHIBIT
10.44

     


    THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,
OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

     

    BIODRAIN
MEDICAL, INC.

    


    SECURED
CONVERTIBLE NOTE DUE APRIL __, 2008

     

    
      	$150,000.00	
               July __,
      2007

            


    

     

    For value received, BIODRAIN MEDICAL,
INC., a Minnesota corporation (the “Company”), hereby promises to pay, jointly
and not severally, to the Note Holders identified in Schedule A or their
registered assigns (hereinafter collectively referred to as the “Payee”), on or
before April  __, 2008 (the “Maturity Date”), the principal sum of ONE
HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) or such part thereof as then
remains unpaid, to pay interest from the date hereof on the whole amount of said
principal sum remaining from time to time unpaid at the rate of 8 percent (8%)
per annum, such interest to be payable on the Maturity
Date.  Principal, premium, if any, and interest shall be payable in
lawful money of the United States of America, in immediately available funds, at
the principal office of the Payee or at such other place as the legal holder may
designate from time to time in writing to the Company.  Interest shall
be computed on the basis of a 360-day year and a 30-day month.

    


    This Note is issued pursuant to and is
entitled to the benefits of a certain Secured Convertible Note Purchase
Agreement, dated as of July __, 2007, between the Company and Payee (as the same
may be amended from time to time, hereinafter referred to as the “Purchase
Agreement”).

    


    This Note is secured by and entitled to
the benefits of that certain Security Agreement (”Security Agreement”), dated
July __, 2007, from the Company to Payee.

    


    This Note is contemplated as a bridge
loan to an equity financing of approximately $1,500,000 in conjunction with a
going public transaction pursuant to a public offering.  At the
closing of such financing this Note shall automatically convert into common
stock of the Company pursuant to the terms of the Purchase
Agreement.  If such a transaction is not consummated within the fixed
term of this Note, then the Company shall owe a one-time cash payment equal to
10% of the principal amount of this Note in addition to the principal and
interest then owing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    In case any payment herein provided for
shall not be paid when due, the Company promises to pay all cost of collection,
including all reasonable attorney’s fees.

    


    This Note shall be governed by, and
construed in accordance with, the laws of the State of Oregon and shall have the
effect of a sealed instrument.

    


    The Company and all endorsers and
guarantors of this Note herein waive presentment, demand, notice of nonpayment,
protest and all other demands and notices in connection with the delivery,
acceptance, performance or enforcement of this Note.

    
    

     

    
      	 	      
              BIODRAIN
      MEDICAL, INC.

              


              


              By:/s/ Kevin
      Davidson

              Kevin
      Davidson, CEO