Exhibit 4.8


IRREVOCABLE PROXY


 


                WHEREAS,  the undersigned is executing this
Irrevocable Proxy in connection with that certain Securities Purchase Agreement
dated as of August   , 2003 by and
between Hypertension Diagnostics, Inc. (the “Company”) and certain investors,
including the undersigned (the “Agreement”); and


 


                WHEREAS,
capitalized terms not otherwise defined herein have the meaning ascribed to
them in the Agreement.


 


                In
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the undersigned,
the undersigned, intending to be legally bound, hereby irrevocably constitutes
and appoints Mark Schwartz (“Schwartz”) with full power of substitution and
revocation, as the undersigned’s true and lawful agent, attorney and proxy, for
the undersigned and in the undersigned’s name, place and stead, giving and
granting to each of said attorney all the powers the undersigned would possess
if personally present, to vote all of the undersigned shares of capital stock,
including common stock, par value $0.01 per share, and Series A Convertible
Preferred Stock, par value $0.01 per share (collectively, the “Shares”), in
connection with any matters, presented at any or all meetings, regular or
special, of any holders of voting securities of the Company, or any
adjournments or postponements thereof, in accordance with Schwartz’s sole and
absolute discretion.


 


                Notwithstanding
the foregoing, whenever the holders of any class of stock shall be entitled to
vote or will vote shares of stock for the election of directors, Schwartz shall
vote the undersigned’s Shares (i) to cause and maintain a board of directors
(the “Board”) composed of seven (7) members, and (ii) in favor of the amendment
to the Company’s Articles of Incorporation to increase the number of shares of
common stock authorized to 150,000,000, or such other number as may be
sufficient to allow for the reservation for issuance of all shares of common
stock underlying each outstanding security convertible or exercisable for, or
exchangeable into, common stock (the “Proposal”).  In addition, Schwartz shall vote the undersigned’s Shares, at the
meeting of shareholders at which the Proposal is first presented, to cause the
election of Greg H. Guettler (“Guettler”) to the Board and shall continue to
vote such shares to cause Guettler to remain a member of the Board for the
duration of his term. Furthermore, Schwartz shall vote the undersigned’s Shares
at such meeting at which Jay N. Cohn (“Cohn”) is nominated to the Board to
cause the election of Cohn to the Board and shall continue to vote such shares
to cause Cohn to remain a member of the Board for the duration of his
term.  Notwithstanding the foregoing,
the obligation of Schwartz to vote the undersigned’s Shares in favor of
Guettler and Cohn as aforesaid shall terminate with respect to Guettler, if
Guettler is convicted of any felony, any violation of any federal or state
securities law, engages in intentional or grossly negligent conduct in the
performance of his duties, or breaches his fiduciary duty to the Company as
determined by seventy-five percent (75%) of the Board and with respect to Cohn
if Cohn is convicted of any felony, any violation of any federal or state
securities law, engages in intentional or grossly negligent conduct in the
performance of his duties, or breaches his fiduciary duty to the Company as
determined by seventy-five percent (75%) of the Board.


 


                By
executing this proxy, the undersigned hereby revokes all proxies heretofore
made by the undersigned.  The
undersigned acknowledges that this proxy is coupled with an interest in the
Shares.


 

















 


                This
Irrevocable Proxy shall be irrevocable by the undersigned during its term which
shall expire forty-eight (48) months from the date hereof.


 


	
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  Name of Holder of Shares:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Its: