EXHIBIT 4.4


 


TEXAS STATE BANK

Real
Estate

PROMISSORY NOTE


 


	
  $682,000.00

  	
   

  	
  McAllen, Texas

  	
   

  	
  February 9, 2005

  



 


As
hereinafter stipulated, for value received, without grace, I we, or either of us, the undersigned,
jointly and severally promise to pay to the order of Texas State Bank, McAllen, the principal sum of SIX HUNDRED EIGHTY-TWO THOUSAND AND NO/100 DOLLARS ($682,000.00) with interest
from date until maturity at the Wall Street Journal Prime Interest Rate** plus
one (1.00%) percentum per annum, based on a 360-day year, both. principal and
interest payable at 3900 N. 10th
Street, P.O. Box 4797, McAllen, Hidalgo County, Texas 78502-4797. The principal indebtedness and accrued interest thereon shall bear interest after
maturity at the maximum rate allowed by law. Notwithstanding
anything herein to the contrary, the interest rate hereunder shall not fall
below 6.25% per annum.


 










**
THE TERM “WALL STREET JOURNAL PRIME INTEREST RATE”
AS USED IN THIS NOTE MEANS A PER
ANNUM INTEREST RATE EQUAL TO THE “PRIME RATE” AS PUBLISHED EACH DAY
BY THE WALL STREET JOURNAL
IN ITS “MONEY RATES” SECTION, AND IF MORE THAN ONE SUCH RATE IS PUBLISHED, THEN THE HIGHEST SUCH RATE. ON ANY DAY WHEN THE WALL STREET JOURNAL IS NOT
PUBLISHED OR A PRIME RATE IS NOT PUBLISHED UNDER THE MONEY RATES SECTION
THEREOF, THEN THE PRIME RATE PUBLISHED FOR THE PRECEDING PUBLICATION DATE OF
THE WALL STREET JOURNAL  SHALL
APPLY SHOULD THE METHOD OF ESTABLISHING THE
PRIME INTEREST RATE, OR THE
PUBLICATION OF SUCH PRIME RATE, CEASE OR BE ABOLISHED, THEN THE PRIME INTEREST RATE USED FOR THE BALANCE OF THE TERM OP THIS NOTE SHALL BE THAT INTEREST RATE ESTABLISHED,
ADOPTED OR USED BY HOLDER AS ITS
PRIME OR BASE INTEREST RATE. THE APPLICABLE RATE SHALL BE ADJUSTED WITH EACH
CHANGE IN THE PRIME RATE AND SHALL BE EFFECTIVE UNTIL THE EFFECTIVE DATE
OF THE NEXT CHANGE IN THE PRIME RATE.


 


The
maker and payee of this note have computed the
interest under the terms hereof and the instruments securing the payment hereof
as not being in excess of the maximum legal rate provided by law and have
determined to the satisfaction of both maker and payee that interest payable under the terms of this note
could not exceed the maximum legal rate provided by law; however, should the
interpretation or application of the provisions hereof and the instruments
securing the payment hereof when considered jointly or severally be construed
by a court of last resort to provide for or permit the payment of interest in
excess of the maximum legal rate,
such interpretation was not the
intention of the parties and results from a mutual mistake and the payments
shall be first applied to interest at the maximum legal rate provided by law
and the remaining balance to principal or rebated to maker where applicable.


 


Payments
are due on dates described below, however, should any payment not be made
within 10 days of due date, then, at the option of the holder hereof, the
undersigned shall pay a “late charge” equal to five percent (5%) of
the amount of the delinquent payment to compensate the holder for
administrative expenses and other costs created by the delinquent payment. This late charge may be assessed without notice, shall be immediately due and payable and shall be in addition to all other rights and remedies available
to the holder hereof.


 


If
default shall be made in the payment of any installment of principal or
interest on this note, when due or in case of failure to perform any covenant or agreement contained in any of the instruments securing the payment hereof, then the indebtedness evidenced by this note and all accrued interest hereon shall,
at the election of the legal. holder hereof, become immediately due and payable. The bolder of this note
may waive any default without waiving any prior or subsequent default.


 


If
this note is placed in the hands of an attorney for collection, or is collected
through the Probate or Bankruptcy Court, or through other legal proceedings,
the makers, endorsers, and/or guarantors hereof further promise to pay
reasonable attorney’s fees (which is agreed to be ten percent (10%) of the
unpaid balance owing


 





















 


thereon) and all costs, including but not limited to court costs and
the cost of any bonds required for the preservation or possession of any
property securing this note, which may be incurred by the holder of this note.


 


Except
to the extent prohibited by applicable law, the makers, sureties, endorsers and
guarantors of this note hereby severally waive presentation for payment notice
of non-payment, protest, and notice of protest demand for payment, presentment
for acceleration of maturity, notices of intention to accelerate maturity and
notice of acceleration and diligence in bringing suit against any party hereto,
and consent that the time of payment may be extended without notice thereof to
any of the sureties, endorsers and/or guarantors on this note, and each agrees
that his, her or its liability on or with respect to this note shall not be
affected, diminished or impaired by a release or substitution of any security
at any time existing for this note or any failure to perfect (or to maintain
perfection of) any lien or security interest in any such security.


 


This
note is secured by: a Deed of Trust of even date herewith, executed by AMERICAN
MEDICAL TECHNOLOGIES, INC. to PAUL S. MOXLEY, Trustee, upon the
following-described property:


 


Lot
One (I), Block Two (2), INDUSTRIAL TECHNOLOGY PARK UNIT 1, a Subdivision of the
City of Corpus Christi, Texas, as shown by the map or plat thereof recorded in
Volume 46, Page 105-107, Map  Records of
Nueces County, Texas, to which reference is here made for all pertinent
purposes.


 


This
Note is payable as follows: On Demand, or if no demand be made, then it shall
be payable as follows:


 


The
advanced, unpaid principal and interest of the Note is payable in thirty-six (36)
monthly installments, as follows:


 


a)             The advanced, unpaid principal is payable in thirty-five
(35) monthly installments of THREE THOUSAND SEVEN HUNDRED EIGHTY-EIGHT AND
89/100 DOLLARS ($3,788.89) each per month and one (I) final monthly installment
covering the entire unpaid balance, principal and accrued interest. Interest,
computed on the unpaid principal. balance, is payable
monthly as it accrues on the same dates as and in addition to the installments
of principal;


 


b)            The first of such installments shall
be due and payable March 9, 2005, and a like installment shall be due and
payable on the same day of each succeeding month thereafter until the Note is
fully paid; however, any amount remaining unpaid February 9, 2008 will be due
and payable at that time.


 


Interest
will be calculated on the unpaid principal to date of each installment paid.
Payments will be credited first to the accrued interest then to the reduction of principal.


 


BALLOON WARNING


 


THIS
LOAN IS PAYABLE IN FULL ON OR BEFORE FEBRUARY 9, 2008. AT MATURITY, YOU MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF
THE LOAN AND UNPAID INTEREST THEN DUE. THE BANK. IS UNDER NO OBLIGATION TO
REFINANCE THE LOAN AT THAT TIME. YOU WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS THAT
YOU MAY OWN, OR YOU WILL HAVE TO FIND ANOTHER LENDER, WHICH MAY BE THE BANK YOU
HAVE THIS LOAN WITH, WILLING TO LEND YOU THE MONEY IF YOU REFINANCE THIS LOAN
AT MATURITY, YOU MAY HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY
ASSOCIATED WITH A NEW LOAN EVEN IF YOU OBTAIN
REFINANCING FROM THE SAME BANK. A
NEW APPLICATION FOR REFINANCING MAY BE CONSIDERED AT MATURITY.


 


 


AMERICAN
MEDICAL TECHNOLOGIES, INC.


 


 


	
  By:

  	
  /s/
  Roger Dartt

  	
   

  
	
   

  	
  Roger
  Dartt, President and CEO