On November 5, 2009, Progreen Properties, Inc. ("we", "us" or the "Company") entered into a Subscription Agreement with a private investor (the "Investor" or "Holder"), providing for the loan to the Company of $500,000. On November 5, 2009, we issued to the Investor our 13.5% Secured Convertible Debenture, due November 2015, together with 500,000 shares of our Common Stock as a Commitment Fee. The proceeds of the sale of this Debenture and other Debentures in this series, the terms of which are described below, will primarily be used for the purchase, refurbishment and upgrade of residential real estate in Michigan.

Each Debenture is secured by a first lien on the property to be purchased by the Company's special purpose subsidiary with the proceeds of the Debenture. Interest is payable at an annual rate of 13.5%, payable annually in arrears in shares of Common Stock of the Company, valued at the Conversion Price (defined below) as of the due date of the interest payment.

The Debentures may be prepaid at any time after two years from the Closing Date, without penalty, by the Company. Any accrued unpaid interest due at such time will be paid in shares of Common Stock valued at the Conversion Price as of the date of the prepayment. The Holders have the right to choose to convert the Debentures in lieu of cash prepayment.

Debentures are convertible in whole or in part into Common Stock at the option of the Holder at the Conversion Price at any time following the date that is two years from the Closing Date. A Holder that elects to convert any unpaid principal amount of a Debenture shall be entitled to receive shares of Common Stock on conversion equal in value, at the Conversion Price, to 115% of the unpaid principal amount of the Debenture.

The conversion price ("Conversion Price") of the Debentures is the price equal to the average closing price (the mean average between bid and ask price) of the Common Stock during the period of twenty (20) consecutive Trading Days, ending on the Trading Day immediately prior to the due date of the interest payment, the prepayment date, or the date of the Holder's giving the conversion notice, as the case may be, subject to equitable adjustment for any stock splits, stock dividends, reclassifications or similar events during such period.

FOR THE FULL TERMS OF THE ABOVE SUBSCRIPTION AGREEMENT AND DEBENTURES ISSUABLE THEREUNDER, PLEASE REFER TO THE COPIES OF THE FORM OF SUBSCRIPTION AGREEMENT AND FORM OF DEBENTURE FILED AS EXHIBITS TO THIS REPORT.

The following table sets forth the sales of unregistered securities since the Company's last reported sales of unregistered securities in our SEC filings.

                                                                           Principal        Total Offering Price/
  Date                      Title and Amount(1)         Purchaser          Underwriter      Underwriting Discounts
------------------------- ----------------------------- --------------- ------------------ -----------------------
November 5, 2009          $500,000 principal amount     Private                NA          $500,000/NA
                          Secured Convertible           Investor.
                          Debenture, due 2015,
                          together with 500,000
                          shares of
                          Common Stock.
------------------------- ----------------------------- --------------- ------------------ -----------------------

(1) The issuances to the private investor are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended ("Securities Act"), under the provisions of Regulation S promulgated by the SEC under the Securities Act.

Item 9.01.        Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                 Description
-----------                                 -----------

10.7     Form of Subscription Agreement for the Company's 13.5% Secured
         Convertible Debentures.
10.8     Form of 13.5% Secured Convertible Debenture.