EXHIBIT 4.7


 


THIS WARRANT, AND ANY SHARES OF
COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY
OTHER SECURITIES LAWS.  THIS WARRANT HAS
BEEN ACQUIRED FOR INVESTMENT, AND NEITHER THIS WARRANT NOR ANY OF SUCH SHARES
MAY BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO
THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
ACT. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE TRANSFERRED EXCEPT UPON
THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR
ANY OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS
SHALL HAVE BEEN COMPLIED WITH.


 


STOCK PURCHASE WARRANT


 


For 721,510 Shares

of the Common Stock of

American Medical Technologies, Inc.


 


BY THIS
WARRANT, American Medical Technologies, Inc., a Delaware corporation (the
“Company”), certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Bank One, N.A., a national
banking association (“Bank One”), along with its assigns, as set forth in
Section 12(a), (collectively, “Holder”) is entitled to subscribe for and
purchase from the Company, at the times and subject to the terms and conditions
set forth herein, a total of seven hundred thirty six thousand, two hundred
thirty four (721,510) fully paid and nonassessable shares of Common Stock, $.04
par value per share, of the Company (“Common Stock”), at an exercise price of
eleven cents ($.11) per share (the “Exercise Price”), subject to adjustment
from time to time pursuant to the provisions of Section 5 hereof.


 


This Warrant
is subject to the following provisions, terms and conditions:


 


1.                                       Definitions.  For the purpose of the Warrant, the
following terms, whether or not capitalized or underlined in the text of this
Warrant, shall have the following meanings:


 


“Commission”
shall mean the U.S. Securities and Exchange Commission or any other
governmental authority at the time administering the Securities Act.


 


“Company”
shall have the meaning specified in the introduction to this Warrant, and shall
include any corporation or business entity resulting from the merger,
consolidation or conversion of the Company.


 


“Fair
Market Price Per Share” shall mean the average of the closing sales prices,
if available, or the average of the bid and asked prices for the Common Stock
on the principal market therefor for the five trading days preceding the day
which is two business days prior to the day of exercise, or if no such price is
available, by an appraiser selected by the holder hereof and reasonably
acceptable to the Company and


 

















 


such appraisal shall be the
sole expense of the Company.  The
determination of such appraiser shall be conclusive and binding on the Holder
hereof and the Company.


 


“Forbearance
Agreement” shall mean that Third Amended and Restated Forbearance Agreement
entered into between the Company and Bank One dated as of October 30, 2002.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar or
successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.  Reference to a particular section of the
Securities Act shall include a reference to the comparable section, if any, of
any such similar or successor federal statute.


 


“Warrant(s)”
shall mean this Warrant issued by the Company, including all amendments thereto
and all warrants issued in exchange, transfer or replacement therefor.


 


“Warrant
Shares” shall mean the shares of Common Stock purchased or purchasable upon
the exercise of the Warrant.


 


2.                                       Vesting
and Term.  The rights represented by
this Warrant shall be fully vested, and the Warrant shall be immediately
exercisable, upon the execution of the Forbearance Agreement (the “Vesting
Date”).  The Warrant and the rights
represented hereby shall terminate at midnight, Central Time, on the date (the
“Expiration Date”) that is five years after the Vesting Date.


 


3.                                       Exercise;
Issuance of Certificates; Payment for Shares.  The rights represented by this Warrant may be exercised by the
Holder, in whole or in part, by the surrender of this Warrant, together with a
completed Exercise Agreement in the form attached hereto (“Exercise
Agreement”), during normal business hours on any business day at the principal
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of such Holder
appearing on the books of the Company) at any time prior to the Expiration Date
and upon payment to the Company by certified check or wire transfer in an
amount equal to the Exercise Price for the Warrant Shares to be purchased in
connection with such exercise.  The
Holder may, at its option, pay for the Warrant Shares by tendering Common Stock,
including Warrant Shares and the right to receive Warrant Shares, valued at
their Fair Market Price Per Share on the date of exercise, or any combination
of cash and Common Stock. The Company agrees that the shares so purchased shall
be and are deemed to be issued to the Holder or its designee (subject to the
transfer restrictions applicable to this Warrant or to Warrant Shares) as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares as
aforesaid.


 


Certificates
for the Warrant Shares so purchased, representing the aggregate number of
shares specified in said Exercise Agreement, shall be delivered to the Holder
within a reasonable time after the rights represented by this Warrant shall
have been so exercised.  The stock
certificate or certificates so delivered shall be in such denominations as may
be requested by the Holder, shall be registered in the name of said Holder or
such other name as shall be designated by said Holder (subject to the transfer
restrictions applicable to this Warrant and to the Warrant Shares) and shall
bear a restrictive legend similar to that on this Warrant unless in the opinion
of counsel to the Holder such legend is not required in order to comply with
the Securities Act.  If this Warrant
shall have been exercised only in part, then, unless this Warrant has expired,
the Company shall, at its expense, at the time of delivery of said stock
certificates(s), deliver to said Holder a new Warrant representing the right to
purchase the number of shares of Common


 


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Stock with respect to which
this Warrant shall not then have been exercised.  The Company shall pay  all
expenses and charges payable in connection with the preparation, execution and
delivery of stock certificates (and any new Warrants) except that, in case such
stock certificates shall be registered in a name or names other than the Holder
of this Warrant or such Holder’s nominee, funds sufficient to pay all stock
transfer taxes which shall be payable in connection with the execution and
delivery of such stock certificates shall be paid by the Holder to the Company
at the time of delivery of such stock certificates by the Company as mentioned
above.


 


This Warrant shall
be exercisable only for a whole number of Warrant Shares.  No fractions of shares of Common Stock, or
scrip for any such fractions of shares, shall be issued upon the exercise of
this Warrant.  The Company shall pay a
cash adjustment in respect of such fractional interest in an amount equal to
the Fair Market Price Per Share of one share of Common Stock at the time of
such exercise multiplied by such fraction computed to the nearest whole cent.


 


4.                                       Shares
to be Fully Paid; Reservation of Shares. 
The Company covenants and agrees that all Warrant Shares will be duly
authorized and validly issued and upon issuance in accordance with the terms
and conditions hereof, will be fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof.  Without limiting the generality of the
foregoing, the Company covenants and agrees that it will from time to time take
all such action as may be required to assure that the par value per Warrant
Share is at all times equal to or less than the Exercise Price then in
effect.  The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue upon exercise of the subscription rights
evidenced by this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant and any
other warrants.


 


5.                                       Reclassifications,
Consolidation, Merger or Sale of Assets. 
If the Company shall effect any reclassification or similar change of
outstanding shares of the Common Stock, (including without limitation, a
subdivision of the outstanding shares of Common Stock into a larger number of
shares of Common Stock or a combination of the outstanding shares of Common
Stock into a smaller number of shares of Common Stock) or a reorganization or a
consolidation or merger of the Company with another entity, or a conveyance of
all or substantially all of the assets of the Company, this Warrant shall,
after such capital reorganization, reclassification, consolidation, merger or
conveyance, be exercisable only for the number of shares of stock or other
properties, including cash, to which a holder of the number of shares of the
Common Stock deliverable upon exercise of this Warrant would have been entitled
upon such capital reorganization, reclassification, change, consolidation,
merger or conveyance if this Warrant had been exercised immediately prior to
the effective date of such event; and the Exercise Price then in effect shall
be adjusted to equal (A) the Exercise Price then in effect multiplied by the
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the adjustment divided by (B) the number of shares of
Common Stock for which this Warrant is exercisable immediately after such
adjustment; and, in any such case, appropriate adjustments (as determined by
the Company’s Board of Directors) shall be made in the application of the
provisions set forth in this Section 5 with respect to the rights and interests
thereafter of the Holder of this Warrant to the end that the provisions set
forth in this Section 5 (including provisions with respect to changes in and
other adjustments of the exercise rights in this Section 5) shall thereafter be
applicable, as nearly as may be reasonable, in relation to any shares of stock
or other securities thereafter deliverable upon the exercise of this Warrant.
The Company shall give written notice to the Holder of any transaction within
the scope of this Section 5 promptly after the


 


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effective date therefor and
provide in such written notice a brief description of the terms and conditions
of such transaction.


 


6.                                       Certain
Agreements of the Company.  The
Company covenants and agrees that:


 


(a)                                  Prohibited
Actions.  The Company will not, by
amendment of its Articles of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
of this Warrant.


 


(b)                                 Successors
and Assigns.  This Warrant will be
binding upon any entity succeeding to the Company by merger or consolidation.


 


(c)                                  Issuance
of Warrant Shares.  If the issuance
of any Warrant Shares required to be reserved for purposes of exercise of this
Warrant is required to be registered with or approved by any federal
governmental authority under any federal or state law (other than any
registration under the Securities Act or state securities laws), before such
shares may be issued upon exercise of this Warrant, the Company will, at its
expense, use its best efforts to cause such shares to be so registered or
approved, at such time, so that such shares may be issued in accordance with
the terms hereof.


 


7.                                     Registration
Rights.  The Company will, upon
written request to it by the Holder made at any time after the first
anniversary date of the issuance of this Warrant, promptly file and use all
commercially reasonable efforts to be declared effective, a registration
statement on Form S-3 (or any successor short-form registration) registering
all or a portion of the Warrant Shares under the Securities Act, but only if the
Company is able to use Form S-3 in such registration, and subject to the
following limitations and conditions:


 


(a)                                  Company’s
Obligations.  The Company will make
commercially reasonable efforts to (i) cause the registration statement to
become and remain effective for a period of not less than two (2) years, (ii)
furnish to the Holder copies of the registration statement, and all amendments
and supplements thereto, and a sufficient number of prospectuses, and all
amendments and supplements thereto, to facilitate the disposition of the
Warrant Shares, (iii) notify the Holder of all material developments and
communications from the Commission in connection with such filing, (iv)
register or qualify the Warrant Shares under such other securities or blue sky
laws of such jurisdictions in the United States as the Holder reasonably
requests in light of Holder’s intended plan of distribution and (v) obtain the
withdrawal of any order suspending the effectiveness of the registration
statement or the qualification of any shares covered thereby.


 


(b)                                 Company
Control.  Except as otherwise
provided herein, the Company shall have sole control in connection with the
preparation, filing, withdrawal, amendment or supplementing of the registration
statement, the selection of any underwriters and the distribution of
prospectuses and may include in such registration statement shares issued
pursuant to the exercise of any other warrants issued by the Company for which
registration by the Company is required.


 


(c)                                  Single
Demand.  The Company shall be
required to effect a registration on only one occasion, provided that such
registration statement filed by the Company is declared effective by the
Commission and remains effective for a period of at least two (2) years.


 


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(d)                                 Expenses.  The Company shall pay all expenses incurred
in connection with such registration, except for the fees and expenses of any
underwriter used by Holder in the sale.


 


(e)                                  Postponement.  The Company shall be entitled to postpone
such registration if and to the extent that (i) its Board of Directors shall
determine that such registration would interfere with a pending corporate
transaction or (ii) the Company is in possession of material nonpublic
information, the disclosure of which the Company believes would not be in the
best interests of the Company; provided that neither such postponement shall
exceed 120 days.


 


(f)                                    Use
of Rule 144.  The Company shall not
be obligated to register the Warrant Shares if the Holder is able sell the
Warrant Shares (or the portion thereof that it desires to register) in the open
market pursuant to the exemption provided by Rule 144(k) under the Securities
Act, in the reasonable judgment of outside counsel acceptable to both Holder
and the Company.


 


(g)                                 Holder’s
Obligations.  In order to have the
Warrant Shares registered by the Company, the Holder must furnish accurate and
complete information regarding the Holder and the distribution of the Warrant
Shares as requested by the Company for inclusion in the registration statement,
and enter into such underwriting agreements, questionnaires, powers of
attorney, indemnities and other documents 
as are then customary in such offerings.


 


8.                                       Piggyback Registration Rights.  At
any time following the date hereof, whenever the Company proposes to register
any Common Stock for its own or the account of others under the Securities Act
for a public offering, other than (i) any shelf registration of shares to be
used as consideration for acquisitions of additional businesses by the Company
and (ii) registrations relating to employee benefit plans, the Company shall
give the Holder prompt written notice of its intent to do so.  Upon the written request of the Holder given
within 15 business days after receipt of such notice, the Company, at its sole
expense, shall cause to be included in such registration all Warrant Shares
(including any shares of Common Stock issued as a dividend or other
distribution with respect to, or in exchange for, or in replacement of such
Warrant Shares) which the Holder requests; provided, however, if the Company is
advised in writing in good faith by any managing underwriter of an underwritten
offering of the securities being offered pursuant to any registration statement
under this Section 8 that the number of shares to be sold by persons other than
the Company is greater than the number of such shares which can be offered
without adversely affecting the offering, the Company may reduce pro rata the
number of shares offered for the accounts of such persons, including the Holder
(based upon the number of shares held by such person) to a number deemed
satisfactory by such managing underwriter. 
In consideration for the Company agreeing to its obligations under this
Section 8, the Holder agrees that, effective upon the request of the
underwriters managing the Company’s public offering, the Holder shall be
obligated, so long as all executive officers and directors of the Company are
bound by a comparable obligation, not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any shares of
Common Stock without the prior written consent of such underwriters, for such
period of time (not to exceed one hundred twenty (120) days) from the effective
date of such public offering as the underwriters may specify.  Notwithstanding the foregoing, Section 7(f)
shall apply to this Section 8.


 


9.                                       Issue
Tax.  The issuance of certificates
for Warrant Shares upon the exercise of this Warrant shall be made without
charge to the Holder of such Warrant or such shares for any issuance tax in
respect thereof, provided that the Company shall not be required to pay any tax
which may be payable in


 


5

















 


respect of any transfer
involved in the issuance and delivery of any certificate in a name other than
that of the Holder of the Warrant exercised.


 


10.                                 Closing
of Books.  The Company will at no
time close its transfer books against the transfer of the Warrant, or in any
manner interfere with the timely exercise of the Warrant.


 


11.                                 No
Rights or Liabilities as a Shareholder. 
This Warrant shall not entitle the Holder to any voting rights or other
rights as a shareholder of the Company. 
No provision of this Warrant, in the absence of affirmative action by
the Holder to purchase Warrant Shares, and no mere enumeration herein of the
rights or privileges of the Holder, shall give rise to any liability of such
Holder for the Exercise Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.


 


12.                                 Transfer
and Exchange.


 


(a)                                  No
Transfer of Warrant.  This Warrant
may not be assigned, offered, sold, pledged or otherwise transferred, except to
an affiliate of Bank One.


 


(b)                                 Warrant
Exchangeable for Different Denominations. 
This Warrant is exchangeable, upon the surrender hereof by the Holder at
the principal office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder), for new
Warrants of like tenor representing in the aggregate the right to subscribe for
and purchase the number of shares of Common Stock which may be subscribed for
and purchased hereunder, each of such new Warrants to represent the right to
subscribe for and purchase such number of shares as shall be designated by said
Holder at the time of such surrender.


 


(c)                                  Replacement
of Warrant.  Upon receipt of written
notice from the Holder or other evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case
of any such loss, theft or destruction, upon delivery of an indemnity
agreement, or other indemnity reasonably satisfactory to the Company, or, in
the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Company will execute and deliver, in lieu thereof, a new Warrant
of like tenor.


 


(d)                                 Cancellation;
Payment of Expenses.  Upon the
surrender of this Warrant in connection with any exchange, transfer or
replacement as provided in this Section 12, this Warrant shall be promptly
canceled by the Company.  The Company
shall pay all taxes (other than securities transfer taxes) and all other
expenses and charges payable in connection with the preparation, execution and
delivery of Warrants pursuant to this Section 12.


 


13.                                 Notices.  All notices and other communications
required or permitted hereunder shall be in writing, and shall be deemed to
have been delivered on the date delivered by hand, telegram, facsimile or by
similar means, on the first day following the day when sent by recognized
courier or overnight delivery service (fees prepaid), or on the third day
following the day when deposited in the mail, registered or certified (postage
prepaid), addressed: (i) if to the Holder, at the registered address of the
Holder as set forth in the register kept by the Company at its principal office
with respect to the Warrant, or to such other address as the Holder may have
designated to the Company in writing, and (ii) if to the Company, at


 


6

















 


5555 Bear Lane, Corpus Christi,
Texas 78405; Attn: Chief Executive Officer, or such other address as the
Company may have designated in writing to the Holder.


 


14.                                 Governing
Law.  This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of Texas, without regard to principles of
conflicts of laws.


 


15.                                 Remedies.  The Company stipulates that the remedies at
law of the Holder in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.


 


16.                                 Miscellaneous.


 


(a)                                  Amendments.  This Warrant and any provision hereof may be
changed, waived, discharged or terminated, but only by an instrument in writing
signed by the party (or any predecessor in interest thereof) against whom
enforcement of the same is sought.


 


(b)                                 Descriptive
Headings.  The descriptive headings
of the several sections of this Warrant are inserted for purposes of reference
only, and shall not affect the meaning or construction of any of the provisions
hereof.


 


(c)                                  Conflict
with Forbearance Agreement.  In the
event of any conflict between the terms hereof and the terms of the Forbearance
Agreement regarding this Warrant, the terms hereof shall control.


 


 


IN WITNESS
WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer effective as of October 30, 2002.


 


	
   

  	
   

  	
  American
  Medical Technologies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Roger Dartt

  	
   

  
	
   

  	
   

  	
   

  	
  Roger Dartt,
  President and CEO

  



 


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FORM OF EXERCISE AGREEMENT


 


[DATE]


 


American Medical Technologies,
Inc.

5555 Bear Lane

Corpus Christi, Texas 78405

Attention: Chief Executive Officer


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant,
hereby agrees to subscribe for and purchase
             shares
of Common Stock covered by such Warrant, and makes payment herewith in full
therefor at the price per share provided by such Warrant in cash, Warrant
Shares or the right to receive Warrant Shares, as indicated below.


 


Method of Payment:
                                                     


 


	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  
	
   

  	
  Company:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
  Social
  Security or Tax ID No.

  	
   

  
							



 


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