Warrant Issuance Agreement between BioDrain Medical, Inc. and JT & Associates, Inc.

Summary

BioDrain Medical, Inc. agrees to issue JT & Associates, Inc. a warrant to purchase 75,000 shares of BioDrain's stock at $0.46 per share, with a five-year term. This is in connection with JT & Associates' search for a Vice President of Sales and Marketing for BioDrain. The warrant will be subject to BioDrain's standard Warrant Agreement and will be issued when the selected candidate begins employment. Both parties have signed to confirm their understanding and acceptance of these terms.

EX-10.40 6 v136814_ex10-40.htm Unassociated Document

EXHIBIT 10.40

Mr. Jimmy Taylor

JT & Associates, Inc.

2645 Shumard Oak Dr.

Braselton GA, 30517

August 15, 2008

Dear Jimmy:

This is to confirm that BioDrain Medical, Inc. (the “Company”) has approved an agreement between the Company and JT& Associates to issue a warrant to purchase 75,000 shares of the Company’s stock in conjunction with our verbal agreement with you relating to the search for the Vice President of Sales and Marketing position. The warrants will be priced at $.46 per share, will have a five-year term and will be subject to the Company’s standard Warrant Agreement, which will be issued to you upon commencement of the candidate’s employment with the Company. If this meets with your understanding, please sign and return to me at your earliest convenience.

Jimmy, we appreciate your continued support and look forward to working with you in the future. Thank you.

Sincerely,

/s/ Kevin R. Davidson	/s/ Jimmy Taylor
Kevin R. Davidson	Jimmy Taylor
President & CEO	JT & Associates, Inc.

BioDrain Medical, Incorporated

2060 Centre Pointe Boulevard | Suite 7 | Mendota Heights, Minnesota, USA 55120-1269

Phone: ###-###-#### | fax: +1 ###-###-#### | www.biodrainmedical.com