0001144204-09-001463 Sample Contracts

August 11, 2008 EMPLOYMENT AGREEMENT
Employment Agreement • January 12th, 2009 • BioDrain Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

This Agreement made and entered into effective the 11th of August 2008 by and between David Dauwalter, an individual residing at 2686 Nightingale Court, Chaska, Minnesota 55318 (“Employee”), and BioDrain Medical Incorporated, 699 Minnetonka Highlands Lane, Orono, MN 55356-9728, a Minnesota corporation (“Company”).

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SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT
Secured Convertible Note Purchase Agreement • January 12th, 2009 • BioDrain Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Oregon

This SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT is made as of this 23th day of July, 2007 by and between BioDrain Medical, Inc., a Minnesota corporation (the “Company”) and the Purchasers identified in Schedule A (hereinafter collectively referred to as the “Purchasers” or the “Buyers”) including Core Fund Management, L.P. (“Core Fund”).

DATE) September 11, 2008 AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 12th, 2009 • BioDrain Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
SECURITY AGREEMENT
Security Agreement • January 12th, 2009 • BioDrain Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

The undersigned, BioDrain Medical, Inc., a Minnesota corporation with a place of business and executive office located at 699 Minnetonka Highlands Lane, Orono, Minnesota 55356-9728, (hereinafter referred to as “Debtor”) hereby grants to the Purchasers listed on Schedule A to that certain Secured Convertible Note Purchase Agreement dated as of the date of this Agreement (hereinafter called the “Secured Party”), a security interest in and agrees and acknowledges that Secured Party has and will continue to have a security interest in the following:

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