Exhibit 10.17
 CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
 Principal
    
    Loan Date
    
    Maturity
    
    Loan No
    
    Call / Coll
    
    Account
    
    Officer
    
    Initials$2,000,000.00
    
    10-30-2009
    
    11-02-2010
    
    13664
    
    
    
    
    
    10034
 
 Corporation:
    
    Uroplasty, Inc.
    
    Lender:
    
    Venture Bank5420 Feltl Road
    
    
    
    5601 Green Valley Drive, Suite 120Minnetonka, MN 55343
    
    
    
    Bloomington, MN 55437
 I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:
 THE CORPORATIONS EXISTENCE.
 RESOLUTIONS ADOPTED. May 16, 2006,
 OFFICER.
 NAMES
    
    TITLES
    
    AUTHORIZED
    

    ACTUAL SIGNATURESMahedi A. Jiwani
    
    CFO/Treasurer
    
    Y
    
    X
    
    /s/ Mahedi A. Jiwani
 ACTIONS AUTHORIZED.
 Borrow Money.
 Execute Notes.
 Grant Security.
 Execute Security Documents.
 Negotiate Items.
 Further Acts.
 ASSUMED BUSINESS NAMES. None.
 NOTICES TO LENDER.




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##### 



CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
 Loan No: 13664
    
    (Continued)
    
    Page 2
 CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS.
 NO CORPORATE SEAL.
 CONTINUING VALIDITY.
 IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signature set opposite the
name listed above is his or her genuine signature.
 I have read all the provisions of this Resolution, and I personally and on behalf of the
Corporation certify that all statements and representations made in this Resolution are true and
correct. This Corporate Resolution to Borrow / Grant Collateral is dated October 30, 2009.
 CERTIFIED TO AND ATTESTED BY:X
    
    /s/ Mahedi A. JiwaniMahedi A. Jiwani, CFO/Treasurer of Uroplasty, Inc.




---



##### 



PROMISSORY NOTE
 Principal$2,000,000.00
    
    Loan Date
10-30-2009
    
    Maturity
11-02-2010
    
    Loan No
13664
    
    Call / Coll
    
    Account
    
    Officer 10034
    
    Initials
 
 Borrower:
    
    Uroplasty, Inc.
    
    Lender:
    
    Venture Bank5420 Feltl Road
    
    
    
    5601 Green Valley Drive, Suite 120Minnetonka, MN 55343
    
    
    
    Bloomington, MN 55437
 Principal Amount: $2,000,000.00           
                
             
             
              
            
                      Date of Note: October 30, 2009
 PROMISE TO PAY. Uroplasty, Inc. (Borrower) promises to pay to Venture Bank (Lender), or
order, in lawful money of the United States of America, the principal amount of Two Million &
00/100 Dollars ($2,000,000.00) or so much as may be outstanding, together with interest on the
unpaid outstanding principal balance of each advance. Interest shall be calculated from the
date of each advance until repayment of each advance.
 PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all
accrued unpaid interest on November 2, 2010. In addition, Borrower will pay regular monthly
payments of all accrued unpaid interest due as of each payment date, beginning December 2,
2009, 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. Borrower will pay Lender at Lenders address shown above or at such other
place as Lender may designate in writing.
 VARIABLE INTEREST RATE. The Index currently is 3.250% per annum.
 INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by
applying the ratio of the 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. All interest payable under this Note is computed using this method. This
calculation method results in a higher effective interest rate than the numeric interest rate
stated in this Note.
 PREPAYMENT.
 LATE CHARGE. 5.000% of the
unpaid portion of the regularly scheduled payment or $50.00, whichever is greater.
 INTEREST AFTER DEFAULT.
 DEFAULT.
 Payment Default.
 Other Defaults.
 False Statements.
 Insolvency.
 Creditor or Forfeiture Proceedings.
 Events Affecting Guarantor.
 Change In Ownership.




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##### 



PROMISSORY NOTE
 Loan No: 13664
    
    (Continued)
    
    Page 2
 Adverse Change.
 Insecurity.
 Cure Provisions.
 LENDERS RIGHTS.
 ATTORNEYS FEES; EXPENSES.
 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.
 COLLATERAL.
 LINE OF CREDIT.
 LOAN AGREEMENT.
 PRIOR NOTE.
 SUCCESSOR INTERESTS.
 GENERAL PROVISIONS.
 SECTION DISCLOSURE.
 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
 BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY
NOTE.
 BORROWER:
 UROPLASTY, INC.By:
    
    /s/ Mahedi A. JiwaniMahedi A. Jiwani, CFO/Treasurer of Uroplasty, Inc.




---



##### 



BUSINESS LOAN AGREEMENT (ASSET BASED)
 Principal
$2,000,000.00
    
    Loan Date
10-30-2009
    
    Maturity
11-02-2010
    
    Loan No
13664
    
    Call / Coll
    
    Account
    
    Officer
10034
    
    Initials
 
 Borrower:
    
    Uroplasty, Inc.
    
    
    
    Lender:
    
    Venture Bank5420 Feltl Road
    
    
    
    
    
    5601 Green Valley Drive, Suite 120Minnetonka, MN 55343
    
    
    
    
    
    Bloomington, MN 55437
 THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated October 30, 2009, is made and executed between
Uroplasty Inc. (Borrower) and Venture Bank (Lender) on the following terms and conditions.
Borrower has received prior commercial loans from Lender or has applied to Lender for a
commercial loan or loans or other financial accommodations, including those which may be
described on any exhibit or schedule attached to this Agreement. Borrower understands and
agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon
Borrowers representations, warranties, and agreements as set forth in this Agreement; (B) the
granting, renewing, or extending of any Loan by Lender at all times shall be subject to
Lenders sole judgment and discretion; and (C) all such Loans shall be and remain subject to
the terms and conditions of this Agreement.
 TERM
 LINE OF CREDIT
 Conditions Precedent to Each Advance.
        Making Loan Advances.
 Mandatory Loan Repayments.
 Loan Account.
 COLLATERAL
 Perfection of Security Interests.




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##### 



BUSINESS LOAN AGREEMENT (ASSET BASED)Loan No: 13664
    
    (Continued)
    
    Page 2
  Collateral Records.
 Collateral Schedules.
 Representations and Warranties Concerning Accounts.
 Representations and Warranties Concerning Inventory.
 CONDITIONS PRECEDENT TO EACH ADVANCE.
 Loan Documents.
 Borrowers Authorization.
 Fees and Expenses Under This Agreement.
 Representations and Warranties.
 No Event of Default.
 REPRESENTATIONS AND WARRANTIES.
 Organization.
 Assumed Business Names. None.
 Authorization.
 Financial Information.




---



##### 



BUSINESS LOAN AGREEMENT (ASSET BASED)Loan No: 13664
    
    (Continued)
    
    Page 3
 Legal Effect.
 Properties.
 Hazardous Substances.
 Litigation and Claims.
 Taxes.
 Lien Priority.
 Binding Effect.
 AFFIRMATIVE COVENANTS.
 Notices of Claims and Litigation.
 Financial Records.
 Financial Statements.
 Additional Requirements.
     Additional Information.
 Additional Requirements.
    Insurance.




---



##### 



BUSINESS LOAN AGREEMENT (ASSET BASED)Loan No: 13664
    
    (Continued)
    
    Page 4
  Insurance Reports.
 Other Agreements.
 Loan Proceeds.
 Taxes, Charges and Liens.
 Performance.
 Operations.
 Environmental Studies.
 Compliance with Governmental Requirements.
 Inspection.
 Compliance Certificates.
 Environmental Compliance and Reports.
 Additional Assurances.
 LENDERS EXPENDITURES.
 NEGATIVE COVENANTS.




---



##### 



BUSINESS LOAN AGREEMENT (ASSET BASED)Loan No: 13664
    
    (Continued)
    
    Page 5
  Indebtedness and Liens
 Continuity of Operations
 Loans, Acquisitions and Guaranties
 Agreements
 CESSATION OF ADVANCES
 RIGHT OF SETOFF
 DEFAULT
 Payment Default
 Other Defaults
 False Statements
 Insolvency
 Defective Collateralization
 Creditor or Forfeiture Proceedings
 Events Affecting Guarantor
 Change in Ownership
 Adverse Change
 Insecurity
 Right to Cure
 EFFECT OF AN EVENT OF DEFAULT




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##### 



BUSINESS LOAN AGREEMENT (ASSET BASED)Loan No: 13664
    
    (Continued)
    
    Page 6
  MISCELLANEOUS PROVISIONS.
 Amendments.
 Attorneys Fees; Expenses.
 Caption Headings.
 Consent to Loan Participation.
 Governing Law. This Agreement 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 Agreement has been accepted by Lender in the State of
Minnesota.
 No Waiver by Lender.
 Notices.
 Severability.
 Subsidiaries and Affiliates of Borrower.
 Successors and Assigns.
 Survival of Representations and Warranties.
 Time is of the Essence.
 DEFINITIONS




---



##### 



BUSINESS LOAN AGREEMENT (ASSET BASED)Loan No: 13664
    
    (Continued)
    
    Page 7
  Account.
 Account Debtor.
 Advance.
 Agreement.
 Borrower.
 Borrowing Base. 2,000,000.00 80.000% 50.000% $500,000.00).
 Business Day.
 Collateral.
 Eligible Accounts.
         90 days
 Eligible Inventory.
   Environmental Laws.
 Event of Default.
 Expiration Date.
 GAAP.
 Grantor
 Guarantor.
 Guaranty.




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##### 



BUSINESS LOAN AGREEMENT (ASSET BASED)Loan No: 13664
    
    (Continued)
    
    Page 8
 Hazardous Substances.
 Indebtedness.
 Inventory.
 Lender.
 Loan.
 Note.
 Permitted Liens.
 Primary Credit Facility.
 Related Documents.
 Security Agreement.
 Security Interest.
 BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT (ASSET BASED) AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT
(ASSET BASED) IS DATED OCTOBER 30, 2009.
 BORROWER:
 UROPLASTY, INC.
 By:
    
    /s/ Mahedi A. JiwaniMahedi A. Jiwani, CFO/Treasurer of Uroplasty, Inc.
 LENDER:
 VENTURE BANK
 By:
    
    /s/ Kriss GriebenowAuthorized SignerKriss Griebenow  Vice President




---



##### 



COMMERCIAL SECURITY AGREEMENT
 Principal
    
    Loan Date
    
    Maturity
    
    Loan No
    
    Call / Coll
    
    Account
    
    Officer
    
    Initials$2,000,000.00
    
    10-30-2009
    
    11-02-2010
    
    13664
    
    
    
    
    
    10034
 
 Grantor:
    
    Uroplasty, Inc.
    
    
    
    Lender:
    
    Venture Bank5420 Feltl Road
    
    
    
    
    
    5601 Green Valley Drive, Suite 120Minnetonka, MN 55343
    
    
    
    
    
    Bloomington, MN 55437
 THIS COMMERCIAL SECURITY AGREEMENT dated October 30, 2009, is made and executed between
Uroplasty, Inc. (Grantor) and Venture Bank (Lender).
 GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security
interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the
rights stated in this Agreement with respect to the Collateral, in addition to all other rights
which Lender may have by law.
 COLLATERAL DESCRIPTION.
 All inventory, equipment, accounts (including but not limited to all health-care-insurance
receivables), chattel paper, instruments (including but not limited to all promissory
notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment
property, money, other rights to payment and performance, and general intangibles
(including but not limited to all software and all payment intangibles); all oil, gas and
other minerals before extraction; all oil, gas, other minerals and accounts constituting
as-extractedcollateral; all fixtures; all timber to be cut; all attachments, accessions,
accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods
relating to the foregoing property, and all additions, replacements of and substitutions
for all or any part of the foregoing property; all insurance refunds relating to the
foregoing property; all good will relating to the foregoing property; all records and data
and embedded software relating to the foregoing property, and all equipment, inventory and
software to utilize, create, maintain and process any such records and data on electronic
media; and all supporting obligations relating to the foregoing property; all whether now
existing or hereafter arising, whether now owned or hereafter acquired or whether now or
hereafter subject to any rights in the foregoing property; and all products and proceeds
(including but not limited to all insurance payments) of or relating to the foregoing
property.
  
  
   CROSS-COLLATERALIZATION.
 RIGHT OF SETOFF.
 GRANTORS REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.
 Perfection of Security Interest. This is
a continuing Security Agreement and will continue in effect even though all or any part of
the Indebtedness is paid in full and even though for a period of time Grantor may not be
indebted to Lender.
 Notices to Lender.
 No Violation.




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##### 



COMMERCIAL SECURITY AGREEMENTLoan No: 13664
    
    (Continued)
    
    Page 2
  Enforceability of Collateral.
 Location of the Collateral.
 Removal of the Collateral.
 Transactions Involving Collateral.
 Title.
 Repairs and Maintenance.
 Inspection of Collateral.
 Taxes, Assessments and Liens.
 Compliance with Governmental Requirements.
 Hazardous Substances.
 Maintenance of Casualty Insurance.




---



##### 



COMMERCIAL SECURITY AGREEMENTLoan No: 13664
    
    (Continued)
    
    Page 3
  Application of Insurance Proceeds.
 Insurance Reserves.
 Insurance Reports.
 Financing Statements.
 GRANTORS RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.
 LENDERS EXPENDITURES.
 DEFAULT.
 Payment Default.
 Other Defaults.
 False Statements.
 Defective Collateralization.
 Insolvency.




---



##### 



COMMERCIAL SECURITY AGREEMENTLoan No: 13664
    
    (Continued)
    
    Page 4
 Creditor or Forfeiture Proceedings.
 Events Affecting Guarantor.
 Adverse Change.
 Insecurity.
 Cure Provisions.
 RIGHTS AND REMEDIES ON DEFAULT.
 Accelerate Indebtedness.
 Assemble Collateral.
 Sell the Collateral.
 Appoint Receiver.
 Collect Revenues, Apply Accounts.
 Obtain Deficiency.
 Other Rights and Remedies.
 Election of Remedies.
 MISCELLANEOUS PROVISIONS.
 Amendments.
 Attorneys Fees; Expenses.




---



##### 



COMMERCIAL SECURITY AGREEMENTLoan No: 13664
    
    (Continued)
    
    Page 5
  Caption Headings.
 Governing Law. This Agreement 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 Agreement has been accepted by Lender in the State
of Minnesota.
 No Waiver by Lender.
 Notices.
 Power of Attorney.
 Severability.
 Successors and Assigns.
 Survival of Representations and Warranties.
 Time is of the Essence.
 DEFINITIONS.
 Agreement.
 Borrower.
 Collateral.
 Default.
 Environmental Laws.
 Event of Default.
 Grantor.
 Guaranty.
 Hazardous Substances.




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##### 



COMMERCIAL SECURITY AGREEMENTLoan No: 13664
    
    (Continued)
    
    Page 6
  Indebtedness.
 Lender.
 Note.
 Property.
 Related Documents.
 GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES
TO ITS TERMS. THIS AGREEMENT IS DATED OCTOBER 30, 2009.
 GRANTOR:
 UROPLASTY, INC.
 By:
    
    /s/ Mahedi A. JiwaniMahedi A. Jiwani, CFO/Treasurer of Uroplasty, Inc.




---



##### 



COLLATERAL SCHEDULE
 Principal
    
    Loan Date
    
    Maturity
    
    Loan No
    
    Call / Coll
    
    Account
    
    Officer
    
    Initials$2,000,000.00
    
    10-30-2009
    
    11-02-2010
    
    13664
    
    
    
    
    
    10034
 
 Borrower:
    
    Uroplasty, Inc.
    
    Lender:
    
    Venture Bank5420 Feltl Road
    
    
    
    5601 Green Valley Drive, Suite 120Minnetonka, MN 55343
    
    
    
    Bloomington, MN 55437
 ACCOUNTS RECEIVABLE1. Accounts Receivable Book Value as of
    
    $2. Additions (please explain on reverse)
    
    $3. TOTAL ACCOUNTS RECEIVABLE
    
    $DEDUCTIONS4. Accounts 90 days or more from the invoice date
    
    $5. Accounts with offsetting claims
    
    $6. Other Deductions (please explain on reverse)
    
    $7. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
    
    $8. Eligible Accounts (No. 3 - No. 7)
    
    $9. LOAN VALUE OF ACCOUNTS (80.000% of No. 8)
    
    $INVENTORY10. Inventory Book Value as of
    
    $11. Additions (please explain on reverse)
    
    $12. TOTAL INVENTORY
    
    $DEDUCTIONS13. Obsolete Inventory
    
    $14. Inventory with offsetting claims
    
    $15. Other Deductions (please explain on reverse)
    
    $16. TOTAL INVENTORY DEDUCTIONS
    
    $17. Eligible Inventory (No. 12 - No. 16)
    
    $18. LOAN VALUE OF INVENTORY (50.000% of No. 17)
    
    $BALANCE19. Maximum Loan Amount
    
    $
    2,000,000.0020. Present balance owing Lender
    
    $21. Amount due (larger of No. 20 minus No. 19 or
No. 20 minus Nos. 9 +18)
    
    $22. Available unused loan value (lesser of
$2,000,000.00 minus No. 20 or Nos. 9 + 18 minus No. 20)
    
    $AMOUNT OF REQUESTED LOAN ADVANCE
    
    $
 COMMENTS:
 The undersigned represents and warrants that the foregoing is true, complete and
correct, and that the information reflected in this Collateral Schedule complies with the
representations and warranties set forth in the Security Agreement and in the Loan
Agreement between the undersigned and Venture Bank dated October 30, 2009.
 By:Authorized Signer




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##### 



AGREEMENT TO PROVIDE INSURANCE
 Principal
    
    Loan Date
    
    Maturity
    
    Loan No
    
    Call / Coll
    
    Account
    
    Officer
    
    Initials$2,000,000.00
    
    10-30-2009
    
    11-02-2010
    
    13664
    
    
    
    
    
    10034
 
 Grantor:
    
    Uroplasty, Inc.
    
    Lender:
    
    Venture Bank5420 Feltl Road
    
    
    
    5601 Green Valley Drive, Suite 120Minnetonka, MN 55343
    
    
    
    Bloomington, MN 55437
 INSURANCE REQUIREMENTS.
 Collateral:
    
    All inventory, equipment, accounts (including but not limited to all
health-care-insurance receivables), chattel paper, instruments (including but
not limited to all promissory notes), letter-of-credit rights, letters of
credit, documents, deposit accounts, investment property, money, other rights to
payment and performance, and general intangibles (including but not limited to all
software and all payment intangibles); all oil, gas and other minerals before
extraction; all oil, gas, other minerals and accounts constituting as-extracted
collateral; all fixtures; all timber to be cut; all attachments, accessions,
accessories, fittings, increases, tools, parts, repairs, supplies, and
commingled goods relating to the foregoing property, and all additions,
replacements of and substitutions for all or any part of the foregoing property;
all insurance refunds relating to the foregoing property; all good will relating
to the foregoing property; all records and data and embedded software relating to
the foregoing property, and all equipment, inventory and software to utilize,
create, maintain and process any such records and data on electronic media; and
all supporting obligations relating to the foregoing property; all whether now
existing or hereafter arising, whether now owned or hereafter acquired or whether
now or hereafter subject to any rights in the foregoing property; and all products
and proceeds (including but not limited to all insurance payments) of or relating
to the foregoing property.Type: All risks, including fire, theft and liability.Amount: Full Insurable Value.Basis: Replacement value.Endorsements: Lender loss payable clause with stipulation that coverage will
not be cancelled or diminished without a minimum of 10 days prior written notice to Lender.Deductibles: $5,000.00.Latest Delivery Date: By the loan closing date.
 INSURANCE COMPANY.
 INSURANCE MAILING ADDRESS.
 Venture Bank
5601 Green Valley Drive
Bloomington, MN 55437
 FAILURE TO PROVIDE INSURANCE.
 AUTHORIZATION.
 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE
INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED OCTOBER 30, 2009.
 GRANTOR:UROPLASTY, INC.By:
    
    /s/ Mahedi A. JiwaniMahedi A. Jiwani, CFO/Treasurer of Uroplasty, Inc.




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##### 



AGREEMENT TO PROVIDE INSURANCELoan No: 13664
    
    (Continued)
    
    Page 2
 FOR LENDER USE ONLY
INSURANCE VERIFICATION
 DATE:
    
    PHONE
 AGENTS NAME:
 AGENCY:
 ADDRESS:
 INSURANCE COMPANY:
 POLICY NUMBER:
 EFFECTIVE DATES:
 COMMENTS:LASER PRO Lending, Ver. 5.46.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2009. All Rights Reserved.




---



##### 



NOTICE OF INSURANCE REQUIREMENTS
 Principal
    
    Loan Date
    
    Maturity
    
    Loan No
    
    Call / Coll
    
    Account
    
    Officer
    
    Initials10-30-2009
    
    
    
    
    13664
    
    
    
    
    
    
    
    10034
 
 Grantor:
    
    Uroplasty, Inc.
    
    Lender:
    
    Venture Bank5420 Feltl Road
    
    
    
    5601 Green Valley Drive, Suite 120Minnetonka, MN 55343
    
    
    
    Bloomington, MN 55437
 TO:
    
    ATTN: Insurance Agent
    
    DATE: October 30, 2009
 RE:
    
    Policy Number(s):
Insurance Companies/Company:
   Collateral:
    
    All inventory, equipment, accounts (including but not limited to all
health-care-insurance receivables), chattel paper, instruments (including but not
limited to all promissory notes), letter-of-credit rights, letters of credit,
documents, deposit accounts, investment property, money, other rights to payment and
performance, and general intangibles (including but not limited to all software and
all payment intangibles); all oil, gas and other minerals before
extraction; all oil,
gas, other minerals and accounts constituting as-extracted collateral; all
fixtures; all timber to be cut; all attachments, accessions, accessories,
fittings, increases, tools, parts, repairs, supplies, and commingled goods
relating to the foregoing property, and all additions, replacements of and
substitutions for all or any part of the foregoing property; all insurance refunds
relating to the foregoing property; all good will relating to the foregoing property;
all records and data and embedded software relating to the foregoing property, and all
equipment, inventory and software to utilize, create, maintain and process any such
records and data on electronic media; and all supporting obligations relating to the
foregoing property; all whether now existing or hereafter arising, whether now owned
or hereafter acquired or whether now or hereafter subject to any rights in the
foregoing property; and all products and proceeds (including but not limited to all
insurance payments) of or relating to the foregoing property.Type:All risks, including fire, theft and liability.Amount: Full Insurable Value.Basis: Replacement value.Endorsements: Lender loss payable clause with stipulation that coverage will
not be cancelled or diminished without a minimum of 10 days prior written notice
to Lender.Deductibles: $5,000.00.Latest Delivery Date: By the loan closing date.
 GRANTOR:
 UROPLASTY, INC.By:
    
    /s/ Mahedi A. JiwaniMahedi A. Jiwani, CFO/Treasurer of Uroplasty, Inc.
 RETURN TO:
 Venture Bank
5601 Green Valley Drive
Bloomington, MN 55437




---



##### 



DISBURSEMENT REQUEST AND AUTHORIZATION
 Principal
    
    Loan Date
    
    Maturity
    
    Loan No
    
    Call / Coll
    
    Account
    
    Officer
    
    Initials$2,000,000.00
    
    10-30-2009
    
    11-02-2010
    
    
    13664
    
    
    
    
    
    
    
    10034
 
 Borrower:
    
    Uroplasty, Inc.
    
    Lender:
    
    Venture Bank5420 Feltl Road
    
    
    
    5601 Green Valley Drive, Suite 120Minnetonka, MN 55343
    
    
    
    Bloomington, MN 55437
 LOAN TYPE.
 PRIMARY PURPOSE OF LOAN.
 o
    
    Maintenance of Borrowers Primary Residence.o
    
    Personal, Family or Household Purposes or Personal
Investment.o
    
    Agricultural Purposes.ý
    
    Business Purposes.
 SPECIFIC PURPOSE.
 DISBURSEMENT INSTRUCTIONS.
 Undisbursed Funds:
    
    $
    2,000,000.00Note Principal:
    
    $
    2,000,000.00
 CHARGES PAID IN CASH.
 Prepaid Finance Charges Paid in Cash:
    
    $
    7,500.00$7,500.00 Origination FeeOther Charges Paid in Cash:
    
    $
    250.00$250.00 Loan Documentation FeeTotal Charges Paid in Cash:
    
    $
    7,750.00
 AUTOMATIC PAYMENTS.
 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO
LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO
MATERIAL ADVERSE CHANGE IN BORROWERS FINANCIAL CONDITION AS DISCLOSED IN BORROWERS MOST
RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED OCTOBER 30, 2009.
 BORROWER:
 UROPLASTY, INC.By:
    
    /s/ Mahedi A. JiwaniMahedi A. Jiwani, CFO/Treasurer of Uroplasty, Inc.