Unassociated Document


    
      	
              PRO
      URO CARE INC.

            	
              CENTRAL
      BANK

            	 
      	 
      
	
              6440
      FLYING CLOUD DRIVE

            	
              6640
      SHADY OAK ROAD

            	
              Loan
      Number

            	
              926315001

            
	
              EDEN
      PRAIRIE, MN 55344

            	
              EDEN
      PRAIRIE, MN 55344

            	
              Date

            	
              01-17-2011

            
	 
      	 
      	
              Maturity
      Date

            	
              01-17-2012

            
	 
      	 
      	
              Loan
      Amount

            	
              $
      100,025.00

            
	      
              BORROWER’S
      NAME AND ADDRESS

            	      
              LENDER’S
      NAME AND ADDRESS

            	
              Renewal
      Of

            	
              926315001

            
	      
              “I”,
      “me” and “my” means each borrower above, together and
      separately.

            	      
              “You”
      and “your” means the lender, its successors and
      assigns.

            	
              LO/LP
      INIT

            	
              JH/DHJ 

            


    

     

    I promise
to pay you, at your address listed above, the PRINCIPAL sum of ONE
HUNDRED THOUSAND TWENTY FIVE AND NO/l00________________

    __________________________________________________ Dollars $ 100,025.00

     

    x Single Advance: I will receive
all of the loan amount on 01-17-2011. There
will be no additional advances under this note.

     

    o Multiple Advance: The loan
amount shown above is the maximum amount I can borrow under this note. On
_______________________

     

    I will receive $____________ and
future principal advances are permitted.

     

    Conditions:
The conditions for future advances are
_________________________________________________________________

    __________________________________________________________________________________________

    __________________________________________________________________________________________

     

    o Open End Credit: You and I
agree that I may borrow up to the maximum amount more than one time. All other
conditions of this note apply to this
feature. This feature expires on _____________________

     

    o Closed End Credit: You and I
agree that I may borrow up to the maximum only one time (and subject to all
other conditions).

     

    INTEREST: I agree to pay
interest on the outstanding principal balance from 01-17-2011 at
the rate of 6.000 % per year
until 01-18-2011

     

    x Variable Rate:
This rate may then change as stated below.

     

    x Index Rate: The
future rate will be 1.000
PERCENT ABOVE the following index rate: THE
BASE RATE ON CORPORATE LOANS POSTED BY AT LEAST 70%
OF THE 10 LARGEST U.S. BANKS KNOWN AS THE WALL STREET JOURNAL U.S. PRIME
RATE.

     

    o No Index: The future rate will
not be subject to any internal or external index. It will be entirely in your
control.

     

    x Frequency and Timing: The rate
on this note may change as often as EVERY
DAY BEGINNING 01-18-2011

     

    A change in the interest rate will
take effect ON
THE SAME DAY

     

    x Limitations: During the term
of this loan, the applicable annual interest rate will not be more
than N/A% or less than 6.000%.
The rate may not change more than __________________% each
____________

     

    Effect of Variable Rate: A
change in the interest rate will have the following effect on the
payments:

     

    x The amount of each
scheduled payment will change.            x The amount of the final
payment will change.

     

    o
___________________________________________________________

     

    ACCRUAL METHOD: You will
calculate interest on a ACTUAl/360 basis.

     

    
      POST MATURITY RATE: I agree to
pay interest on the unpaid balance of this note owing after maturity, and until
paid in full, as stated below:

    

    
       

      x on the same fixed or
variable rate basis in effect before maturity (as indicated above).

       

    

    o at a rate equal
to _______________________   _______________________  
_______________________

     

    x LATE
CHARGE: If I
make a payment more than 10 days after it is due, I
agree to pay a late charge of 5.000%
OF THE LATE AMOUNT

    _______________________________________________________________________________________________

     

    
      	
              x ADDITIONAL CHARGES: In
      addition to interest, I agree to pay the following charges which
      amount above: DOCUMENTATION
      FEE $20.00 AND CERTIFICATE OF GOOD STANDING
      $5.00

            	 	x are 
        o are
      not      included
      in the principal 


    

     

    x Authority: The interest rate
and other charges for this loan are authorized by .MS 334.01 SUBD
2

     

    PAYMENTS:
I agree to pay this note as follows:

     

    ON
DEMAND, BUT IF NO DEMAND IS MADE THEN 11 MONTHLY INTEREST PAYMENTS RANGING FROM
$400.10 TO $516.80 BEGINNING 10-17-2009 AND 1 PAYMENT OF $100,541.80 ON
01-17-2011. THIS IS A VARIABLE RATE LOAN AND THE PAYMENT AMOUNTS MAY CHANGE. THE
FINAL PAYMENT MAY ALSO CHANGE.

     

     

     

    ADDITIONAL
TERMS:

     

     

    
      
        
          	
                  x SECURITY: This note is
      separately secured by (describe separate document by type and date): CONSUMER SECURITY AGREEMENT
      AND PERSONAL GUARANTY BOTH DATED 1-17-2011

                   

                  (This
      section. is tor your internal use. Failure to list a separate security
      document does not mean the agreement
      will not secure this note.)

                   

                   

                  Signature
      for Lender

                   

                   

                  /s/
      Jerry Hentges

                  
                    
      

                  JERRY
      HENTGES, BRANCH PRESIDENT

                	 	
                  PURPOSE: The purpose of
      this loan is WORKING
      CAPITAL

                   

                  SIGNATURES: I AGREE TO THE
      TERMS OF THIS NOTE (INCLUDING THOSE ON PAGE 2). I have received a
      copy on today’s date.

                   

                  PRO
      URO CARE INC.

                   

                  /s/
      Richard B. Thon 

                    
      

                  RICHARD
      B. THON, CFO

                   

                  /s/
      Richard Carlson

                  
                    
      

                  RICHARD
      CARLSON, PRESIDENT

                


        

      

    

     

    UNIVERSAL
NOTE

    (Page
1 of 2)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                DEFINITIONS:
      As used on page 1, “x”means
      the terms that apply to this loan. “I”, “me” or “my” means each
      Borrower who signs this note and each other person or legal entity
      (including guarantors, endorsers, and sureties) who agrees to pay
      this note (together referred. to as “us”). You or your means the
      Lender and Its successors and assigns. APPLlCABLE
      LAW: Minnesota law controls this note. Any term of
      this note which violates Minnesota law is not effective unless the
      law permits you and me to agree to a
      variation.

                 

                If
      any provision of this agreement IS unenforceable, the rest of
      the agreement remains in force. I may not change this agreement
      without your express written consent. Time IS of the essence in this
      agreement. COMMISSIONS
      OR OTHER REMUNERATION: I understand and agree that any
      insurance premiums paid to insurance companies as part of this
      note will Involve money retained by you or paid back to you as
      commissions or other remuneration.

                 

                In
      addition, I understand and agree that some other payments to
      third parties as part of this note may also Involve money retained by
      you or paid back to you as commissions or other
      remuneration. PAYMENTS:
      You will apply each payment I make on this note first to any amount l
      owe you for charges which are neither interest nor principal. You
      will apply the rest of each payment to any unpaid interest, and
      then to the unpaid principal. If you and I agree to a different
      application of payments, we will describe our agreement on this
      note.

                 

                I
      may prepay all or part of this loan without penalty unless we agree
      to something different on this note. Any partial prepayment I make
      will not excuse or reduce any later scheduled payment until this note
      is paid in full (unless, when I make the prepayment, you and I agree
      in writing to the contrary).

                 

                INTEREST:
      Interest accrues on the principal remaining unpaid from time to time,
      until paid in full. If you give me my loan money in more than
      one advance, each advance will start to earn interest only when I
      receive it.

                 

                The
      interest rate in effect on this note at any time will apply to all
      the money you advance at that time. Regardless of anything in this
      document that might imply otherwise, I will not pay and you will not
      charge a rate of interest that is higher than the maximum rate of
      interest you could charge under applicable law for the credit you
      give me (before or after maturity).

                 

                If
      you send any erroneous notice of interest, we mutually agree
      to correct it. If you collect more interest than the law and this
      agreement allow, you agree to refund it to me.

                 

                INDEX
      RATE: The index will serve only as a device for setting the rate
      on this note. You do not guarantee by selecting this index, or the
      margin, that the rate on this note will be the same rate you charge
      on any other loans or class of loans to me or other
      borrowers.

                 

                ACCRUAL
      METHOD: You will calculate the amount of interest I will
      pay on this loan using the interest rate and accrual method on page 1
      of this note. When calculating interest, you will use the accrual
      method to determine the number of days in a “year.” If you do not
      state an accrual method, you may use any reasonable accrual method to
      calculate interest.

                 

                POST
      MATURITY RATE: In deciding when the “Post Maturity Rate”
      (on page 1) applies, “maturity” means: 1.) The date of the last
      scheduled payment indicated on page 1 of this note, or; 2.) The date
      you accelerate payment on the note, whichever is
      earlier.

                 

                SINGLE
      ADVANCE LOANS: If this is a single advance loan, you and
      I expect that you will make only one advance of principal. However,
      you may add other amounts to the principal if you make any
      payments described in the” PAYMENTS BY LENDER” paragraph
      below.

                 

                MULTIPLE
      ADVANCE LOANS: If this is a multiple advance loan, you and
      I expect that you will make more than one advance of principal. If
      this is closed-end credit, I am not entitled to additional credit if
      I repay a part of the principal.

                 

                PAYMENTS
      BY LENDER: If you are authorized to pay, on my behalf, charges
      I am obligated to pay (such as property insurance premiums), then you
      may treat those payments made by you as advances and add them to the
      unpaid principal under this note. Or, you may demand immediate
      payment of the charges.

                 

                SET-OFF:
      You may set off any amount due and payable under this note against
      any right I have to receive money from you.

                 

                “Right
      to receive money from you” means:

                 

                (1)
      any deposit account balance I have with you;

                 

                (2) any
      money owed to me on an item presented to you or in your possession
      for collection or exchange; and

                 

                (3)
      any repurchase agreement or other nondeposit obligation.

                 

                “Any
      amount due and payable under this note” means the total amount of
      which you are entitled to demand payment under the terms of this note
      at the time you set off. This total includes any balance the due date
      for which you properly accelerate under this note.

                 

                If
      someone who has not agreed to pay this note also owns my right
      to receive money from you, your set-off right will apply to my
      interest in the obligation, and to any other amounts I could withdraw
      on my sole request or endorsement.

                 

                Your
      set-off right does not apply to an account or other obligation where
      my rights are only as a representative. It also does not apply to any
      Individual Retirement Account or other tax-deferred
      retirement account.

                 

                You
      will not be liable for the dishonor of any check when the
      dishonor occurs because you set off this debt against one of my
      accounts. I will assume the liability and relieve you of all
      responsibility for any such claim that occurs if you set off this
      debt against one of my accounts.

              	 	
                REAL
      ESTATE OR RESIDENCE SECURITY: If I am giving you any
      real estate or a residence that is personal property, as security for
      this note, I have signed a separate security agreement. Default and
      your remedies for default are determined by applicable law and by the
      security agreement. Default and your remedies may also be determined
      by the “Default” and paragraphs below, to the extent they are not
      prohibited by law or contrary to the security
      agreement.

                 

                DEFAULT:
      l will be in default if any of the following
      happen:

                 

                (1)
      I fail to make a payment on time or in the amount due;

                 

                (2)
      I fail to keep the property insured, if required;

                 

                (3)
      I fail to pay, or keep any promise, on any debt or agreement I
      have with you;

                 

                (4)
      any other creditors of mine try to collect any debt l owe
      them through court proceedings;

                 

                (5)
      I die, am declared incompetent, make an assignment for the benefit of
      creditors, or become insolvent (either because my liabilities exceed
      my assets or I am unable to pay my debts as they
      become due);

                 

                (6)
      I make any written statement or provide any financial
      information that is untrue or inaccurate when it was
      provided;

                 

                (7)
      I do or fail to do something which causes you to believe that
      you will have difficulty collecting the amount l owe
you;

                 

                (8)
      any collateral securing this note is used in a manner or for
      a purpose which threatens confiscation by a legal
      authority;

                 

                (9)
      I change my name or assume an additional name without first notifying
      you;

                 

                (10)
      I fail to plant, cultivate and harvest crops in due season;

                 

                (11)
      any loan proceeds are used for a purpose that will contribute
      to excessive erosion of highly erodible land, or to the conversion
      of wetlands to produce an agricultural commodity, as explained in
      7 C.F.R. Part 1940, Subpart G, Exhibit M.

                 

                REMEDIES:
      If I am in default on this note, you have, but are not limited to,
      the following remedies:

                 

                (1)
      You may demand immediate payment of everything l owe under this
      note;

                 

                (2)
      You may set off this debt against any right I have to the payment of
      money from you, subject to the terms of the “ SET-OFF”
      paragraph;

                 

                (3)
      You may demand security, additional security, or additional
      parties to be obligated to pay this note as a condition for not using
      any other remedy;

                 

                (4)
      You may refuse to make advances to me or allow me to make credit
      purchases;

                 

                (5)
      You may use any remedy you have under state or federal law.

                 

                If
      you choose one of these remedies, you do not give up your right
      to use any other remedy later. By waiving your right to declare an
      event to be a default, you do not waive your right to later consider
      the event as a default if it continues or happens again.

                 

                COLLECTION
      COSTS AND ATTORNEY’S
      FEES: I will pay all costs of collection, replevin (an action
      for the recovery of property wrongfully taken or detained), or any
      other or similar type of cost if I am in default. In addition, if you
      hire an attorney to collect this note, I will pay attorney’s fees
      plus court costs (except where prohibited by law). To the extent
      permitted by the United States Bankruptcy Code, I will also pay the
      reasonable attorney’s fees and costs you are charged to collect
      this debt as awarded by any court under the Bankruptcy Code’s
      jurisdiction.

                 

                WAIVER:
      I give up my rights to require you to:

                 

                (1)
      demand payment of amounts due (presentment);

                 

                (2)
      obtain official certification of nonpayment (protest);

                 

                (3)
      give notice that amounts due have not been paid (notice
      of dishonor).

                 

                I
      waive any defenses I have based on suretyship or impairment
      of collateral.

                 

                OBLIGATIONS
      INDEPENDENT: I must pay this note even if someone else has
      also agreed to pay it (by, for example, signing this form or a
      separate guarantee or endorsement).

                 

                You
      may sue me alone, anyone else obligated on this note, or any number
      of us together, to collect this note. You may do so without
      any notice that it has not been paid (notice of
      dishonor).

                 

                You
      may, without notice, release any party to the agreement
      without releasing any other party.

                 

                If
      you give up any of your rights, with or without notice, it will
      not affect my duty to pay this note.

                 

                Any
      extension of new credit to any of us, or renewal of this note by all
      or less than all of us, will not release me from my duty to pay it.
      (Of course, you are entitled to only one payment in full.) You may
      extend this note or the debt represented by this note, or any portion
      of the note or debt, from time to time without limit or notice. You
      may do this without affecting my liability for payment of the
      note.

                 

                I
      will not assign my obligation under this agreement without your
      prior written approval.

                 

                FINANCIAL
      INFORMATION: I will provide you, at your request,
      accurate, correct and complete financial statements or information
      you need.

                 

                NOTICE:
      Unless otherwise required by law, you will give any notice to me by
      delivering it or mailing it by first class mail to my last known
      address. My current address is on page 1. I will inform you in
      writing of any change in my address. I will give any notice to you by
      mailing it first class to your address stated on page 1 of this
      agreement, or to any other address you give
      me.