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Exhibit 10.26 BUSINESS LOAN AGREEMENT Principal
    
    Loan Date
    
    Maturity
    
    Loan No.
    
    Call / Coll
    
    Account
    
    Officer
    
    Initials$500,000.00
    
    03-24-2005
    
    03-24-2006
    
    11307
    
    
    
    
    
    10009References 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:
    
    Uroplasty, Inc.
    
    Lender:
    
    Venture Bank2718 Summer Street Northeast
    
    
    
    5601 Green Valley Drive, Suite 120Minneapolis, MN 55413-2820
    
    
    
    Bloomington, MN 55437
 THIS BUSINESS LOAN AGREEMENT dated March 24, 2005. 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 (Loan). 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. This Agreement shall be effective as of March 24, 2005, and shall Continue in full force
and effect until such time as all of Borrowers Loans in favor of Lender have been paid in full,
including principal, interest, costs, expenses, attorneys fees, and other fees and charges, or
until such time as the parties may agree in writing to terminate this Agreement. CONDITIONS PRECEDENT TO EACH ADVANCE. Lenders obligation to make the initial Advance and each
subsequent Advance under this Agreement shall be subject to the fulfillment to Lenders
satisfaction of all of the Conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1)
the Note; (2) Security Agreements granting to Lender security interests in the Collateral;
(3) financing statements and all other documents perfecting Lenders Security Interests; (4)
evidence of insurance as required below; (5) together with all such Related Documents as
Lender may require for the Loan; all in form and substance satisfactory to Lender and
Lenders counsel. Borrowers Authorization. Borrower shall have provided in form and substance satisfactory
to Lender properly certified resolutions, duly authorizing the execution and delivery of
this Agreement, the Note and the Related Documents. In addition, Borrower shall have
provided such other resolutions, authorizations, documents and instruments as Lender or its
counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and
other expenses which are then due and payable as specified in this Agreement or any Related
Document. Representations and Warranties. The representation and warranties set forth in this
Agreement, in the Related Documents, and in any document or certificate delivered to Lender
under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a Condition which
would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of
this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any
renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Borrower is a corporation for profit which is, and at all times shall be,
duly organized, validly existing, and in good standing under and by virtue of the laws of
the State of Minnesota Borrower has the full power and authority to own its properties and
to transact the business in which it is presently engaged or presently proposes to engage.
Borrower maintains an office at 2718 Summer Street Northeast, Minneapolis, MN 55413-2820.
Unless Borrower has designated otherwise in writing, the principal office is the office at
which Borrower keeps its books and records including its records concerning the Collateral.
Borrower will notify Lender prior to any change in the location of Borrowers state of
organization or any change in Borrowers name. Borrower shall do all things necessary to
preserve and to keep in full force and effect its existence, rights and privileges, and
shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any
governmental or quasi-governmental authority or court applicable to Borrower and Borrowers
business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by
law relating to all assumed business names used by Borrower. Excluding the name of
Borrower, the following is a complete list of all assumed business names under which
Borrower does business: None. Authorization. Borrowers execution, delivery, and performance of this Agreement and all
the Related Documents have been duly authorized by all necessary action by Borrower and do
not conflict with, result in a violation of, or constitute a default under (I) any provision
of (a) Borrowers articles of incorporation or organization, or bylaws, or (b) any agreement
or other instrument binding upon Borrower or (2) any law, governmental regulation, court
decree, or order applicable to Borrower or to Borrowers properties. Financial Information. Each of Borrowers financial statements supplied to Lender truly and
completely disclosed Borrowers financial condition as of the date of the statement, and
there has been no material adverse change in Borrowers financial condition subsequent to
the date of the most recent financial statement supplied to Lender. Borrower has no
material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is
required to give under this Agreement when delivered will constitute legal, valid, and
binding obligations of Borrower enforceable against Borrower in accordance with their
respective terms. Properties. Except as Contemplated by this Agreement or as previously disclosed in
Borrowers financial statements or in writing to Lender and as accepted by Lender, and
except for property tax liens for taxes not presently due and payable, Borrower owns and has
good title to all of Borrowers properties free and clear of all Security Interests, and has
not executed any security documents or financing statements relating to such properties.
All of Borrowers properties are titled in Borrowers legal name, and Borrower has not used
or filed a financing statement under any other name for at least the last five (5) years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing,
Borrower represents and warrants that: (1) During the period of Borrowers ownership of the
Collateral, there has been no use, generation, manufacture, storage, treatment, disposal,
release or threatened release of any Hazardous Substance by any person on, under, about or
from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that
there has been (a) any breach or violation of any Environmental Laws; (b) any use,
generation, manufacture, storage, treatment, disposal, release or threatened release of any
Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants
of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind
by any




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BUSINESS LOAN AGREEMENTLoan No: 11307
    
    (Continued)
    
    Page 2
 person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or
other authorized user or any of the Collateral shall use, generate, manufacture, store, treat,
dispose of or release any Hazardous Substance on, under, about or from any of the Collateral;
and any such activity shall be conducted in compliance with all applicable federal, state, and
local laws, regulations, and ordinances, including without limitation all Environmental Laws.
Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections
and tests as Lender may deem appropriate to determine compliance of the Collateral with this
section of the Agreement. Any inspections or tests made by Lender shall be at Borrowers
expense and for Lenders purposes only and shall not be construed to create any responsibility
or liability on the part of Lender to Borrower or to any other person. The representations and
warranties contained herein are based on Borrowers due diligence in investigating the
Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and
waives any future claims against Lender for indemnity or contribution in the event Borrower
becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify and
hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and
expenses, including attorneys fees, consultants fees, and tests which Lender may directly or
indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a
consequence of any use, generation, manufacture, storage, disposal, release or threatened
release of a hazardous waste or substance on the Collateral. The provisions of this section of
the Agreement, including the obligation to indemnify, shall survive the payment of the
Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be
affected by Lenders acquisition of any interest in any of the Collateral, whether by
foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or
similar action (including those for unpaid taxes) against Borrower is pending or threatened,
and no other event has occurred which may materially adversely affect Borrowers financial
condition or properties, other than litigation, claims, or other events, if any, that have
been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrowers knowledge, all of Borrowers tax returns and reports that
are or were required to be filed, have been filed, and all taxes, assessments and other
governmental charges have been paid in full, except those presently being or to be contested
by Borrower in good faith in the ordinary course of business and for which adequate reserves
have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not
entered into or granted any Security Agreements, or permitted the filing or attachment of any
Security Interests on or affecting any of the Collateral directly or indirectly securing
repayment of Borrowers Loan and Note, that would be prior or that may in any way be superior
to Lenders Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related
Documents are binding upon the signers thereof, as well as upon their successors,
representatives and assigns, and are legally enforceable in accordance with their respective
terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lander that, so long as this Agreement
remains in affect, Borrower will: Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material
adverse changes in Borrowers financial condition, and (2) all existing and all threatened
litigation, claims, investigations, administrative proceedings or similar actions affecting
Borrower or any Guarantor which could materially affect the financial condition of Borrower or
the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a
consistent basis, and permit Lender to examine and audit Borrowers books and records at all
reasonable times. Financial Statements. Furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty
(120) days after the end of each fiscal year, Borrowers balance sheet and income
statement for the year ended, audited by a certified public accountant satisfactory to
Lender. Interim Statements. As soon as available, but in no event later than thirty (30) days
after the end of each fiscal quarter, Borrowers balance sheet and profit and loss
statement for the period ended, prepared by Borrower. All financial reports required to be provided under this Agreement shall be prepared in
accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true
and correct. Additional information. Furnish such additional information and statements, as Lender may
request from time to time. Financial Covenants and Ratios. Comply with the following covenants and ratios: Other Requirements. 1. Borrower will maintain primary banking relationship with Venture Bank. Additional Terms. 1. Loan Advances in excess of a $250,000.00 loan balance require additional Venture Bank
approval. Except as provided above, all computations made to determine compliance with the
requirements contained in this paragraph shall be made in accordance with generally
accepted accounting principles, applied on a consistent basis, and certified by Borrower
as being true and correct. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other
insurance as Lender may require with respect to Borrowers properties and operations, in form,
amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request
of Lender, will deliver to Lender from time to time the policies or certificates of insurance
in form satisfactory to Lender, including stipulations that coverages will not be Cancelled or
diminished without at least ten (10) days prior written notice to Lender. Each insurance
policy also shall include an endorsement providing that coverage in favor of Lender will not
be impaired in any way by any act, omission or default of Borrower or any other person. In
connection with all policies covering assets in which Lender holds or is offered a security
interest for the Loans. Borrower will provide Lender with such lenders loss payable or other
endorsements as Lender may require. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing
insurance policy showing such information as Lender may reasonably request, including without
limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount
of the policy; (4) the properties insured; (5) the then current property values on the basis
of which insurance has been obtained, and the manner of determining those values; and (6) the
expiration date of the policy. In addition, upon request of Lender (however not more often
than annually), Borrower will have an independent appraiser satisfactory to Lender determine,
as applicable, the actual cash value or replacement cost of any Collateral. The Cost of such
appraisal shall be paid by Borrower. Other Agreements. Comply with all terms and conditions of all other agreements, whether now
or hereafter existing, between Borrower and any other party and notify Lender immediately in
writing if any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrowers business operations, unless
specifically consented to the contrary by Lender in writing. 2




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BUSINESS LOAN AGREEMENTLoan No: 11307
    
    (Continued)
    
    Page 3
 Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and
obligations, including without limitation all assessments, taxes, governmental charges,
levies and liens, of every kind and nature, imposed upon Borrower or its properties, income,
or profits, prior to the date on which penalties would attach, and all lawful claims that, if
unpaid, might become a lien or charge upon any of Borrowers properties, income, or profits. Performance. Perform and comply, in a timely manner, with all terms, conditions, and
provisions set forth in this Agreement, in the Related Documents, and in all other instruments
and agreements between Borrower and Lender. Borrower shall notify Lender immediately in
writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same
qualifications and experience as the present executive and management personnel, provide
written notice to Lender of any change in executive and management personnel; conduct its
business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrowers expense, all such
investigations, studies, samplings and testings as may be requested by Lender or any
governmental authority relative to any substance, or any waste or by-product of any substance
defined as toxic or a hazardous substance under applicable federal, state, or local law, rule,
regulation, order or directive, at or affecting any property or any facility owned, leased or
used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations,
now or hereafter in effect, of all governmental authorities applicable to the conduct of
Borrowers properties, businesses and operations, and to the use or occupancy of the
Collateral, including without limitation, the Americans With Disabilities Act. Borrower may
contest in good faith any such law, ordinance, or regulation and withhold compliance during
any proceeding, including appropriate appeals, so long as Borrower has notified Lender in
writing prior to doing so and so long as, in Lenders sole opinion, Lenders interests in the
Collateral are not jeopardized. Lender may require Borrower to post adequate security or a
surety bond, reasonably satisfactory to Lender, to protect Lenders interest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and
all Collateral for the Loan or Loans and Borrowers other properties and to examine or audit
Borrowers books, accounts, and records and to make copies and memoranda of Borrowers books,
accounts, and records. If Borrower now or at any time hereafter maintains any records
(including without limitation computer generated records end computer software programs for
the generation of such records) in the possession of a third party, Borrower, upon request of
Lender, shall notify such party to permit Lender free access to such records at all reasonable
times and to provide Lender with copies of any records it may request, all at Borrowers
expense. Compliance Certificates. Unless waived in writing by Lender, provide Lender at least
annually, with a certificate executed by Borrowers chief financial officer, or other officer
or person acceptable to Lender, certifying that the representations and warranties set forth
in this Agreement are true and correct as of the date of the certificate and further
certifying that, as of the date of the certificate, no Event of Default exists under this
Agreement. Environmental Compliance and Reports. Borrower shall comply in all respects with any and all
Environmental Laws; not cause or permit to exist, as a result of an intentional or
unintentional action or omission on Borrowers part or on the part of any third party, on
property owned and/or occupied by Borrower, any environmental activity where damage may result
to the environment, unless such environmental activity is pursuant to and in compliance with
the conditions of a permit issued by the appropriate federal, state or local governmental
authorities; shall furnish to Lender promptly and in any event within thirty (30) days after
receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other
communication from any governmental agency or instrumentality concerning any intentional or
unintentional action or omission on Borrowers part in connection with any environmental
activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages,
deeds of trust, security agreements, assignments, financing statements, instruments, documents
and other agreements as Lender or its attorneys may reasonably request to evidence and secure
the Loans and to perfect all Security Interests. LENDERS EXPENDITURES. If any action or proceeding is commenced that would materially affect
Lenders interest in the Collateral or if Borrower fails to comply with any provision of this
Agreement or any Related Documents, including but not limited to Borrowers failure to discharge
or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any
Related Documents, Lender on Borrowers behalf may (but shall not be obligated to) take any action
that Lender deems appropriate, including but not limited to discharging or paying all taxes,
liens, security interests, encumbrances and other claims, at any time levied or placed on any
Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear interest at the rate
charged under the Note from the date incurred or paid by Lender to the date of repayment by
Borrower. All such expenses will become a part of the Indebtedness and. at Lenders option, will
(A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be
payable with any installment payments to become due during either (1) the term of any applicable
insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment
which will be due and payable at the Notes maturity. NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in
effect, Borrower shall not, without the prior written consent of Lender: Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business
and indebtedness to Lender contemplated by this Agreement, create, incur or assume
indebtedness for borrowed money, including capital leases. (2) sell, transfer, mortgage,
assign, pledge, lease, grant a security interest in, or encumber any of Borrowers assets
(except as allowed as Permitted Liens, or (3) sell with recourse any of Borrowers accounts,
except to Lender. Continuity of Operations. (1) Engage in any business activities substantially different than
those in which Borrower is presently engaged, (2) cease operations, liquidate, merge,
transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer
or sell Collateral out of the ordinary course of business, or (3) pay any dividends on
Borrowers stock (other than dividends payable in its stock), provided, however that
notwithstanding the foregoing, but only so long as no Event of Default has occurred and is
continuing or would result from the payment of dividends, if Borrower is a Subchapter S
Corporation (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay
cash dividends on its stock to its shareholders from time to time in amounts necessary to
enable the shareholders to pay income taxes and make estimated income tax payments to satisfy
their liabilities under federal and state law which arise solely from their status as
Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrowers
stock, or purchase or retire any of Borrowers outstanding shares or alter or amend Borrowers
capital structure. Loans. Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any
other person, enterprise or entity, (2) purchase, create or acquire any interest in any other
enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the
ordinary course of business. Agreements. Borrower will not enter into any agreement containing any provisions which would
be violated or breached by the performance of Borrowers obligations under
this Agreement or in connection herewith. 3




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BUSINESS LOAN AGREEMENTLoan No: 11307
    
    (Continued)
    
    Page 4
 CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether
under this Agreement or under any other agreement, Lender shall have no obligation to make Loan
Advances or to disburse Loan proceeds if; (A) Borrower or any Guarantor is in default under the
terms of this Agreement or any of the Related Documents or any other agreement that Borrower or
any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes
insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C)
there occurs a material adverse change in Borrowers financial condition, in the financial
condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantors guaranty
of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even
though no Event of Default shall have occurred. 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 Landers option, to administratively freeze all such accounts to allow Lender to
protect Landers charge and setoff rights provided in this paragraph. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement; Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation,
covenant or condition contained in this Agreement 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 Agreement 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. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in
full force and effect (including failure of any collateral document to create a valid and
perfected security interest or lien) at any time and for any reason. 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 bond 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. 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 the Loan is impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cure. If any default, other than a default on Indebtedness, is curable and if
Borrower or Grantor, as the case may be, has not been given a notice of a similar default
within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case
may be, after receiving written notice from Lender demanding cure of such default; (1) cure
the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days,
immediately initiate steps which Lender deems in Lenders sole discretion to be sufficient to
cure the default and thereafter continue and complete all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise
provided in this Agreement or the Related Documents, all Commitments and obligations of Lender
under this Agreement or the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and, at Lenders
option, all Indebtedness immediately will become due and payable, all without notice of any kind
to Borrower, except that in the case of an Event of Default of the type described in the
insolvency subsection above such acceleration shall be automatic and not optional. 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 or of any Grantor shall
not affect Lenders right to declare a default and to exercise its rights and remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement. Amendments. This Agreement, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this Agreement. No
alteration of or amendment to this Agreement shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys Fees; Expenses. Borrower agrees to pay upon demand all of Lenders costs and
expenses, including Lenders reasonable attorneys fees and Lenders legal expenses, incurred
in connection with the enforcement of this Agreement. Lender may hire or pay someone else to
help enforce this Agreement, and Borrower shall pay the costs and expenses of such
enforcement. Costs and expenses include Lenders reasonable attorneys fees and legal
expenses whether or not there is a lawsuit, including reasonable attorneys fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), appeals, and any anticipated post-judgment collection services. Borrower also
shall pay all court costs and such additional fees as may be directed by the court. 4




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BUSINESS LOAN AGREEMENTLoan No: 11307
    
    (Continued)
    
    Page 5
 Caption Headings. Caption headings in this Agreement are for convenience purposes only
and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lenders sale or transfer,
whether now or later,of one or more participation interests in the Loan to one or more
purchasers, whether related or unrelated to Lender. Lender may provide, without any
limitation whatsoever, to any one or more purchasers, or potential purchasers, any information
or knowledge Lender may have about Borrower or about any other matter relating to the Loan,
and Borrower hereby waives any rights to privacy Borrower may have with respect to such
matters. Borrower additionally waives any and all notices of sale of participation interests,
as well as all notices of any repurchase of such participation interests. Borrower also
agrees that the purchasers of any such participation interests will be considered as the
absolute owners of such interests in the Loan and will have all the rights granted under the
participation agreement or agreements governing the sale of such participation interests.
Borrower further waives all rights of offset or counterclaim that it may have now or later
against Lender or against any purchaser of such a participation interest and unconditionally
agrees that either Lender or such purchaser may enforce Borrowers obligation under the Loan
irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower
further agrees that the purchaser of any such participation interests may enforce its
interests irrespective of any personal claims or defenses that Borrower may have against
Lender. 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. Lender shall not be deemed to have waived any rights under this
Agreement unless such waiver is given in writing and signed by Lender. No delay or omission
on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or
constitute a waiver of Lenders right otherwise to demand strict compliance with that
provision or any other provision of this Agreement. No prior waiver by Lender, nor any course
of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a
waiver of any of Lenders rights or of any of Borrowers or any Grantors obligations as to
any future transactions. Whenever the consent of Lender is required under this Agreement, the
granting of such consent by Lender in any instance shall not constitute continuing consent to
subsequent instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender. Notices. Any notice required to be given under this Agreement shall be given in writing, and
shall be effective when actually delivered, when actually received by telefacsimile (unless
otherwise required by law), when deposited with a nationally recognized overnight courier, or,
if mailed, when deposited in the United States mail, as first class, certified or registered
mail postage prepaid, directed to the addresses shown near the beginning of this Agreement.
Any party may change its address for notices under this Agreement by giving formal written
notice to the other parties, specifying that the purpose of the notice is to change the
partys address. For notice purposes, Borrower agrees to keep Lender informed at all times of
Borrowers current address. Unless otherwise provided or required by law, if there is more
than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to
all Borrowers. Severability. If a court of competent jurisdiction finds any provision of this Agreement to
be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the
offending provision illegal, invalid, or unenforceable as to any other circumstance. If
feasible, the offending provision shall be considered modified so that it becomes legal, valid
and enforceable. If the offending provision cannot be so modified, it shall be considered
deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Agreement shall not affect the legality, validity or
enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this
Agreement makes it appropriate, including without limitation any representation, warranty or
covenant, the word Borrower as used in this Agreement shall include all of Borrowers
subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances
shall this Agreement be construed to require Lender to make any Loan or other financial
accommodation to any of Borrowers subsidiaries or affiliates. Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in
this Agreement or any Related Documents shall bind Borrowers successors and assigns and shall
inure to the benefit of Lender and its successors and assigns. Borrower shall not, however,
have the right to assign Borrowers rights under this Agreement or any interest therein,
without the prior written consent of Lender. Survival of Representations and Warranties. Borrower understands and agrees that in extending
Loan Advances, Lender is relying on all representations, warranties, and covenants made by
Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to
Lender under this Agreement or the Related Documents. Borrower further agrees that regardless
of any investigation made by Lender, all such representations, warranties and covenants will
survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall
be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan
Advance is made, and shall remain in full force and effect until such time as Borrowers
Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner
provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when
used in this Agreement. Unless specifically stated to the contrary, all references to dollar
amounts shall mean amounts in lawful money of the United States of America. Words and terms used
in the singular shall include the plural, and the plural shall include the singular, as the
context may require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not
otherwise defined in this Agreement shall have the meanings assigned to them in accordance with
generally accepted accounting principles as in effect on the date of this Agreement: Advance. The word Advance means a disbursement of Loan funds made, or to be made, to
Borrower or on Borrowers behalf on a line of credit or multiple advance basis under the terms
and conditions of this Agreement. Agreement. The word Agreement means this Business Loan Agreement, as this Business Loan
Agreement may be amended or modified from time to time, together with all exhibits and
schedules attached to this Business Loan Agreement from time to time. Borrower. The word Borrower means Uroplasty, Inc. and includes all co-signers and
co-makers signing the Note. Collateral. The word Collateral means all property and assets granted as collateral
security for a Loan, whether real or personal property, whether granted directly or
indirectly, whether granted now or in the future, and whether granted in the form of a
security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop
pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factors lien, equipment
trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease
or consignment intended as a security device, or any other security or lien interest
whatsoever, whether created by law, contract, or otherwise. Environmental Laws. The words Environmental Laws mean any and all state, federal and local
statutes, regulations and ordinances relating to the protection of human health or the
environment. including without limitation the Comprehensive Environmental Response,

Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
(CERCLA), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499
(SARA), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable
state or federal laws, rules, or regulations adopted pursuant thereto or common law, and shall
also include pollutants, contaminants, polychlorinated biphenyls, asbestos, urea formaldehyde,
petroleum and petroleum products, and agricultural chemicals.




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Event of Default. The words Event of Default mean any of the events of default set forth in
this Agreement in the default section of this Agreement.

GAAP. The word GAAP means generally accepted accounting principles.

Grantor. The word Grantor means each and all of the persons or entities granting a Security
lnterest in any Collateral for the Loan, including without limitation all Borrowers granting
such a Security Interest.

Guarantor. The word Guarantor means any guarantor, surety, or accommodation party of any or
all of the Loan.

Guaranty. The word Guaranty means the guaranty from Guarantor to Lender, including without
limitation a guaranty of all or part of the Note.

Hazardous Substances. The words Hazardous Substances mean materials that, because of their
quantity, concentration or physical, chemical or infectious characteristics, may cause or pose
a present or potential hazard to human health or the environment when improperly used,
treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The
words Hazardous Substances are used in their very broadest sense and include without
limitation any and all hazardous or toxic substances, materials or waste as defined by or
listed under the Environmental Laws. The term Hazardous Substances also includes, without
limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.

Indebtedness. The word Indebtedness means the indebtedness evidenced by the Note or Related
Documents, including all principal and interest together with all other indebtedness and costs
and expenses for which Borrower is responsible under this Agreement or under any of the
Related Documents.

Lender. The word Lender means Venture Bank, its successors and assigns.

Loan. The word Loan means any and all loans and financial accommodations from Lender to
Borrower whether now or hereafter existing, and however evidenced, including without
limitation those loans and financial accommodations described herein or described on any
exhibit or schedule attached to this Agreement from time to time

Note. The word Note means the Note executed by Uroplasty, Inc. in the principal amount of
$500,000.00 dated March 24, 2005 together with all renewals of, extensions of, modifications
of, refinancings of, consolidations of, and substitutions for the note or credit agreement.

Permitted Liens. The words Permitted Liens mean (1) liens and security interests securing
Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges
either not yet due or being contested in good faith; (3) liens of materialmen, mechanics,
warehousemen, or carriers, or other like liens arising in the ordinary course of business and
securing obligations which are not yet delinquent; (4) purchase money liens or purchase money
security interests upon or in any property acquired or held by Borrower in the ordinary course
of business to secure indebtedness outstanding on the date of this Agreement or permitted to
be incurred under the paragraph of this Agreement titled Indebtedness and Liens; (5) liens
and security interests which, as of the date of this Agreement, have been disclosed to and
approved by the Lender in writing; and (6) those liens and security interests which in the
aggregate constitute an immaterial and insignificant monetary amount with respect to the net
value of Borrowers assets.

Related Documents. The words Related Documents mean all promissory notes, credit
agreements, loan agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the
Loan.

Security Agreement. The words Security Agreement mean and include without limitation any
agreements, promises, covenants, arrangements, understandings or other agreements, whether
created by law, contract, or otherwise, evidencing, governing, representing, or creating a
Security interest.

Security Interest. The words Security Interest mean, without limitation, any and all types
of collateral security, present and future, whether in the form of a lien, charge,
encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel
mortgage, collateral chattel mortgage, chattel trust, factors lien, equipment trust.
conditional sale, trust receipt, lien or title retention contract, lease or consignment
intended as a security device, or any other security or lien interest whatsoever whether
created by law, contract, or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER
AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MARCH 24.2005.

BORROWER

UROPLASTY, INC.

| |     |                                                      |  | 
| | --- | ---------------------------------------------------- |  | 
| |     |                                                     
| | By: | /s/ Sam B. Humphries                                 | 
| |     | Sam B. Humphries, President & CEO of Uroplasty, Inc. | 
| |     |                                                      | 

| |                       |                     |  | 
| | --------------------- | ------------------- |  | 
| | LENDER: 
VENTURE BANK |                    
| | By:                   | /s/ Michael T. Zenk | 
| |                       | Authorized Signer   | 
| |                       |                     | 
|





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PROMISSORY NOTE Principal
    
    Loan Date
    
    Maturity
    
    Loan No.
    
    Call / Coll
    
    Account
    
    Officer
    
    Initials$500,000.00
    
    03-24-2005
    
    03-24-2006
    
    11307
    
    
    
    
    
    10009References 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:
    
    Uroplasty, Inc.
    
    Lender:
    
    Venture Bank2718 Summer Street Northeast
    
    
    
    5601 Green Valley Drive, Suite 120Minneapolis, MN 55413-2820
    
    
    
    Bloomington, MN 55437
 Principal Amount: $500,000.00
    
    Initial Rate: 6.750%
    
    Date of Note: March 24, 2005
 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 Five Hundred
Thousand & 00/l00 Dollars ($500,000.00) 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 March 24, 2006. In addition, Borrower will pay regular monthly
payments of all accrued unpaid interest due as of each payment date, beginning April 24, 2006,
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 3651360basis; 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. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time
based on changes in an independent index which is the Prime rate of interest as published each
business day in the money rates section of The Wall Street Journal (the lndex). The Index is
not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable
during the term of this loan, Lender may designate a substitute index after notice to Borrower.
Lender will tell Borrower the current Index rate upon Borrowers request. The interest rate
change will not occur more often than each day. Borrower understands that Lender may make loans
based on other rates as well. The Index currently is 5.750% per annum. The Interest rate to be
applied to the unpaid principal balance of this Note will be at a rate of 1.000 percentage point
over the Index, adjusted if necessary for any minimum and maximum rate limitations described
below, resulting in an initial rate of 6.750% per annum. Notwithstanding the foregoing, the
variable interest rate or rates provided for in this Note will be subject to the following
minimum end maximum rates. NOTICE: Under no circumstances will the interest rate on this Note
be less than 6.000% per annum or more than the maximum rate allowed by applicable law. 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 for 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 of accrued unpaid interest. 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, Suite 120, 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 variable interest rate on this
Note to 3.000 percentage points over the Index. 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 proceedings,
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 bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any
guarantor, endorser, surety, or accommodation party of any of the indebtedness or any
guarantor, endorser, surety, or accommodation party 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.




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##### 



PROMISSORY NOTE(Continued)Loan No.: 11307
    
    
    
    Page 2
 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 (I5) 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 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 end setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by All Business Assets per Commercial
Security Agreement dated 03/24/05. LINE OF CREDIT. This Note evidences a revolving line of credit, Advances under this Note, as
well as directions for payment from Borrowers accounts, may be requested orally or in writing
by Borrower or by an authorized person. Lender may, but need not, require that all oral
requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A)
advanced in accordance with the instructions of an authorized person or (B) credited to any of
Borrowers accounts with Lender. The unpaid principal balance owing on this Note at any time
may be evidenced by endorsements on this Note or by Lenders internal records, including daily
computer print-outs. Lender will have no obligation to advance funds under this Note if: (A)
Borrower or any guarantor is in default under the terms of this Note or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in connection with the
signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C)
any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantors
guarantee of this Note, or any other loan with Lender; (D) Borrower has applied funds provided
pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good
faith believes itself insecure. LOAN AGREEMENT. A document titled, Loan Agreement, is attached to this Promissory Note. ADDITIONAL TERMS. Borrower will maintain primary banking relationship with Venture Bank. Loan
Advances in excess of a $250,000.00 loan balance require additional Venture Bank approval. 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. 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.
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/ Sam B. HumphriesSam B. Humphries, President & CEO of Uroplasty, lnc.