**EXHIBIT 4.5**

 

**NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE ANATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROMTHIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOURSOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.**

 
| ** **          | ** **                      | **TEXAS STATE BANK** |
|---------------------|---------------------------------|----------------------|
| ** **          | ** **                      | **Deed of Trust**    |
| ** **          | ** **                      | ** **           |
| THE  STATE OF TEXAS |                            |                 |
| COUNTY  OF NUECES   | KNOW  ALL MEN BY THESE PRESENTS |

 

THAT: **AMERICANMEDICAL TECHNOLOGIES, INC.,**a Delaware corporation, f/k/a AMERICAN DENTAL TECHNOLOGIES, INC. by merger with TEXAS AIRSONICS,INC., whose address  is 5655 Bear Lane,Corpus Christi, Texas 78405, of the County of Nueces in the State of Texas,hereinafter called “Grantors,” (whether one or more) in consideration of TENDOLLARS ($10.00) in hand paid, and of the debt and trust herein aftermentioned, have granted sold and conveyed, and by these presents do grant, selland convey unto PAUL S. MOXLEY, TRUSTEE(s), hereinafter called “Trustee”(whether one or more), and to his successors in trust, the following describedland and other property situated in the County of NUECES, State ofTexas:

 

LotOne (1), Block Two (2), INDUSTRIAL TECHNOLOGY PARK UNIT 1, a Subdivision of theCity 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 heremade for all pertinent purposes.

 

Together with all buildings and improvementsthereon and hereafter placed thereon; appurtenances, servitudes, rights, ways,privileges, prescriptions and advantages thereunto belonging or in anywiseappertaining, hereinafter called **“MortgagedPremises”;**

 

TO HAVE AND TO HOLD theMortgaged Premises unto the Trustee forever. Grantors hereby bind themselves towarrant and forever defend the title to the Mortgaged Premises, or any partthereof, unto the Trustee against all persons whomsoever claiming or to claimthe same or any part thereof.

 

1. This**Conveyance****is in**trust, however,******to secure*****the*indebtedness, present and future owing and tobecome owing to **Texas****State Bank, McAllen (the “Noteholder”)**whoseaddress is Post **Office Box 4797,****McAllen Hidalgo County, Texas 78502-4797 as follows:**

 

(a)           All indebtedness now and hereafter evidenced and to be evidenced by that certain promissory note of even date herewith in the principal sum of **SIXHUNDRED EIGHTY-TWO THOUSAND AND NO/100 DOLLARS ($682,000.00)**bearinginterest at the rate or rates therein stated, principal and interest payable tothe order of Noteholder on the dates therein stated, executed by **AMERICAN MEDICAL****TECHNOLOGIES, INC**., said note maturing on February 9, 2008 (“the“Note”).

 

(b)           All other obligations, if any described or referred to inany other paragraph of this instrument.

 

(c)           Any extensions, renewals and rearrangements of said note,notes or obligations or of any indebtedness evidenced thereby.

 

(d)           Any and all sums, together with interest accruing thereonas herein provided, which may hereafter be advanced by Noteholder under theterms of this instrument on accounts of the failure of Grantors to keep,observe or perform Grantor’s covenants under this instrument, as hereinafterprovided.

 

(e)           All other indebtedness of Grantors now or hereafterincurred, which is held or owned by Noteholder, whether, direct or indirect; primary or secondary; fixed or contingent; joint, several or both; and regardless of how evidenced,incurred or arising, including, but not limited to, any indebtedness incurredor arising under any loan agreement, guaranty or other instrument now orhereafter executed by Grantors it being contemplated that Noteholder may lendadditional sums to grantors or may acquire and become the owner and holder ofother indebtedness of Grantors from time to time, but shall not be obligated todo so, and Grantors agree that if Grantors should thus become indebted toNoteholder in any

 

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such additional sum or sums (except in cases where the interest rate, thematurity or both is expressly otherwise agreed upon) such indebtedness shallbear interest at the maximum rate allowed by law (the Note and all other suchindebtedness incurred by Grantors with the Noteholder being hereinaftercollectively referred to as the “indebtedness”). Anything to the contrarynotwithstanding, *this*paragraph (e)shall not apply if the mortgaged premise constitutes grantors business orresidential homestead.

 

2. As additional securityfor the payment of said debt, Grantors hereby transfer and assign unto theNoteholder:

 

(a)           All judgments,****awardsof damages and******settlements hereafter made resulting fromcondemnation proceeding or the taking****ofall or any part of the Mortgaged Premises under the power of eminent domain, orfor any damage (whether caused by such taking or otherwise) to the MortgagedPremises or to any rights appurtenant thereto. The Noteholder is hereby authorized, but shall not be required, on behalf and in the nameof Grantors, to execute and deliver valid acquittances for, and to appeal from,any such judgments or awards. The Noteholder may apply all such sums or anypart thereof so received, after the payment of all expenses, including costsand attorney’s fees, on the debt in such manner as the Noteholder elects.

 

(b)             All bonuses, rents and royalties accrued or to accrue**under all oil, gas or mineral leases nowexisting or which may hereafter come into existence. Grantors direct payment ofthe same to the Noteholder,****at theoption of the Noteholder and upon written demand of the Noteholder therefor, tobe applied to the debt until paid, whether due or not, and either before****or after any default under the**terms of this Deed of Trust or the Note.

 

(c)               All rents, issues and profits****of the**Mortgaged Premises, including, but not limited to, all. unsevered

 

crops,or Grantors’ interest therein. Grantors direct payment of the same to theNoteholder to be applied to the debt until paid, whether due or not. Thisassignment shall become operative upon any default of Grantors under the termsof this Deed of Trust or the Note and shall remain in full force and effect solong as any default continues**inthe**matter of making any of thepayment**or the performances *of any of the*covenants set forth in this Deed of Trust orthe Note. All lessees of the Mortgaged Premises are hereby authorized anddirected to pay all such rents as they accrue directly to Noteholder upon hisdemand.

 

3. The proceeds of the Noteto the**extent that the same areutilized to take up any outstanding liens against the Mortgaged Premises, orany portion thereof, have been advanced by the Noteholder at Grantors’ requestand upon Grantors’ representation that such amounts arc unpaid and are securedby valid liens against the Mortgaged Premises.**The noteholder shall be subrogated to any and all rights, superior,titles, liens and equities owned or claimed by an owner or holder of anyoutstanding liens and debts, however remote, regardless of whether said liensor debts are acquired by the Noteholder by assignment or arc released by the**holder thereof uponpayment.

 

4. Grantors further covenantand agree:

 

(a)           That Grantors willpay the principal of and. interest on the Note in accordance with the termsthereof. That Grantors are seized of the Mortgaged Premises and are entitled toconvey the same; that Grantors will make such further assurance of title as maybe necessary to fully confirm to the Trustee the title to the MortgagedPremises.

 

(b)           Thatall awnings, door and window screens, storm windows and doors, mantels,cabinets, rugs, carpeting, linoleum, wall and in-a-door beds, stoves, shades,blinds, oil and other fuel-burning systems and equipment, water heaters,radiator covers,****and all plumbing,heating, lighting, cooking,****ventilating,cooling, airs conditioning and refrigerating apparatus and equipment, and suchgoods and chattels and**personal property as are**ever furnished by landlords in letting or operating an unfurnishedbuilding, or which are or shall be attached to said building by nails, screws,bolts, pipe connections, masonry, or in other manner, and all additions theretoand replacement thereof; and such built-in equipment as shown by plans and specifications,are and shall be deemed to be fixtures and accessions to the MortgagedPremises, being hereby agreed to be immovables and a part of the realty asbetween the parties hereto, and shall be deemed to be a part and portion of theMortgaged Premises.

 

(c)           ThatGrantors will pay (prior to delinquency) all taxes and assessments levied orassessed upon the Mortgaged Premises, or the interest created therein by thisDeed of Trust, and exhibit the receipts therefore to the Noteholder (unlesssuch payments are made by the Noteholder, as hereinafter provided), and willdefend the title and possession of the Mortgaged Premises to the end that this Deed ofTrust shall be and remain a firstlien on the Mortgaged Premises until the debt is paid unless this deed of trust shall expressly stipulate that the lien created hereby isintended to be other than a first lien against the mortgaged property in whichevent, grantors will defend this deed of trust as herein set forth. That Grantors

 

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will pay all attorney’s fees and expenses which may be incurred by theNoteholder in enforcing the terms of the Note and this Deed of Trust or in anysuit in which the Noteholder may become a party where this Deed of Trust or theMortgaged Premises is in any manner involved, and all expenses incurred inpresenting a claim against the estate or a decedent or abankrupt.

 

(d)           That Grantors willkeep all insurable Mortgaged Premises insured against all hazards includingflood for the protection of the Noteholder in such a manner, in such amounts,and is such companies as the Noteholder may approve, and keep the policies therefor,**properly endorsed, on deposit with theNoteholder. If renewal policies are not delivered to the Noteholder thirty 30days before the expiration of existing policy of policies, with evidence ofpremiums paid, the Noteholder may, but is not obligated to, obtain the requiredinsurance on behalf of Grantors (or insurance in favor of the Noteholder alone)and pay the premiums thereon. Grantors assign to the Noteholder all right andinterest in all such policies if insurance and authorize the Noteholder tocollect for, adjust, or compromise any losses under any insurance policy on theMortgaged****Premises and lossproceeds (less expenses of collection) shall, at the Noteholder’s****option, be applied on the debt, whetherdue or not, or to the restoration****ofthe Mortgaged Premises, or be released to Grantors, but such application orrelease shall not cure or waive any default.

 

(e)           That, when requestedby the Noteholder, Grantors will pay with and in addition to the monthlypayments of principal and interest payable under the terms of the Note, on thesame day as the principal and Interest installments are due payable, a sumequal to one-twelfth of the estimated annual ground. rents, taxes, hazardinsurance premium, flood****insurancepremiums and special assessments, if any next due on the Mortgaged Premises. Ifthe amount so paid is not sufficient to pay such ground rents, taxes, hazardinsurance premiums, flood insurance premiums and assessments when due, thenGrantors will deposit immediately with the Noteholder an amount sufficient topay same. If there is a default under any of the provisions of this Deed ofTrust resulting in a sale of the Mortgaged****Premisesor foreclosure, or if the Noteholder acquires the Mortgaged Premises otherwiseafter default, the Noteholder shall apply, at the time of commencement of suchproceedings or at the time the property is otherwise acquired, the balance thenremaining of the funds accumulated under this provision as a credit against theamount then remaining unpaid under the Note. No interest shall accrue or beallowed on any payments made under the provisions of this paragraph.

 

(f)            That Grantors willnot commit or permit any waste on the Mortgaged Premises and will keep thebuildings, fences and all other improvements now or hereafter erected on theMortgaged Premises in sound condition and in good repair and will neither donorpermit to be done anything to the Mortgaged Premises that may impair the valuethereof and the Noteholder shall have the right of entry upon the MortgagedPremises at all reasonable times for the purpose of inspecting the same andmaking any necessary repairs to the improvements located on the mortgagedpremises.

 

5. The Noteholder, without notice, may take possession of the MortgagedPremises upon default of Grantors under the terms of this Deed of Trust or theNote, rent the same for the account of Grantors, deduct from the rents allexpenses and apply the remainder to the debt.

 

6. Grantors expressly agree that shouldGrantors, without the prior written consent of Noteholder, transfer, convey****or mortgage****all or any part****ofthe Mortgaged Premises, absolutely****oras security for****an indebtedness orother obligation, whether done by a direct or an indirect method, or enter intoany contractual arrangement to do so, Noteholder shall have the right andoption to declare the entire amount of the Note to be due and payable.Noteholder shall have such right**andoption absolutely, irrespective of whether or not the transfer or conveyancewould or might (i.) diminish the value of any security for the Note, (ii)increase the risk of default under this instrument, (iii.) increase thelikelihood of Noteholder’s having to resort to any security for the Note afterdefault or (iv) add or remove the liability of any person or entity for paymentor performance of the Note**or anycovenant or obligation under this instrument. In order to exercise such rightand option, Noteholder shall give written notice to Grantors and to the partyto whom such property was conveyed by Grantors that the entire outstandingbalance of *the*Note has beendeclared due and payable. The failure to pay the Note in full, within ten (10)days after the giving of such notice of acceleration**to**Grantorsshall constitute an event of default under this instrument and the Trusteeshall be and is hereby authorized and****empoweredwhen requested to do so by Noteholder, after such**default to sell the Mortgaged Premises as herein provided.

 

7. In the event the ownership of the MortgagedPremises, or any part thereof, becomes vested in a person other than Grantors,the Noteholder may**without noticeto Grantors deal with such successor or successors in interest with referenceto this Deed of Trust and to said debt in the same manner as with Grantorswithout in any way vitiating or discharging Grantors’ liability hereunder orupon

 

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the debt. No sale of the Mortgaged Premises and no forbearance on thepart of the Noteholder and no extension of the time for the payment of the debthereby secured, given by the Noteholder shall operate to release, modify,change, or affect the original liability of Grantors, either in whole or inpart.

 

8. The Noteholder, without notice, may release anypart of the Mortgaged Premises, or, any person, liable for the debt, without inany way**affecting the lienhereof, upon any part of the Mortgaged Premises not expressly released, or, theliability of debtors not expressly released, and may agree with any partyobligated on the debt, or having any interest in, the Mortgaged Premises, toextend the time for payment of any part or all of the debt. Such agreementshall not in any way release or impair the lien hereof, but shall extend thelien hereof as against the title of all parties having any interest in theMortgaged Premises which interest is subject to this Deed of Trust,

 

9. Grantors waive the benefit of all laws nowexisting or that hereafter may be enacted providing for (i) any appraisementbefore sale of any portion of the Mortgaged Premises, commonly known asAppraisement Laws, and. (ii) the benefit of all laws that may be hereafterenacted in any way extending the time for the enforcement of the collection ofsaid debt or creating or extending a period or redemption from any sale made incollecting said debt, commonly known as Stay laws and Redemption laws, andGrantors hereby agree and contract that the laws of the State of. Texas, saveas above excepted, now in force relative to the collection of saiddebt and the application, to the payment thereof,**are expressly adopted and made a part hereof.

 

10. The Noteholder****may,at the Noteholder’s option, without demand or notice and without wavier of anyright, pay or discharge any lien or claim upon the Mortgaged Premises or payany delinquent tax or assessment, and upon such**payment, the Noteholder shall be subrogated respectively to therights of the holder of such lien or claim, or to the rights of the taxingauthority; the Noteholder may advance any unpaid insurance premiums, andwhenever Grantors have failed to properly maintain the improvements,**the Noteholder****may make repairs necessary for the proper preservation of thesecurity. Grantors agree to pay to the Noteholder,****upon demand, any and all disbursements made under theprovisions of this Deed of Trust together with interest thereon at the ratewhich the principal of the Note shall bear after default from the respectivedates of such disbursements, and all such disbursements shall become a part ofthe debt, payable at the same place specified in the Note.

 

11. Acceptance by the Noteholder of any payment in anamount less than the amount then due on said debt shall be deemed an acceptanceon account only, *and*thefailure to pay the entire amount then due shall be and continue to be adefault; at any time thereafter, and until the entire amount then due on saiddebt has been paid, the Noteholder shall be entitled to exercise all rightsconferred upon it in this instrument upon the occurrence of a default.

 

12. If Grantors make an assignment for the benefit ofcreditors, or if a receiver is appointed for any part of the MortgagedPremises, or if Grantors are adjudicated****abankrupt, or if Grantors institute any proceedings under the Federal BankruptcyLaws of the United States, then on the happening of any one of these events,the whole of said debt shall immediately become****due and payable, at the option of the Noteholder, and theNoteholder may proceed with foreclosure as herein provided.

 

13. If Grantors shall well and truly pay, orcause to be paid, the Note, and other indebtedness hereby secured and do keepand perform each and every covenant, condition, and stipulation herein and inthe Note contained, then, these presents shall become null and void;****otherwise to be and remain in full forceand effect. If there is a default in any payment, or part thereof, under theNote, or if Grantors shall fail to keep or perform any of the covenants,conditions or stipulations herein, then the Note, together with all other sumssecured hereby shall, at the option of the Noteholder, become at once due andpayable without demand or notice, and the Trustee, when requested to do so bythe Noteholder, after such default, shall sell the Mortgaged Premises at public auction to the highest bidder forcash, between the hours of ten o’clock A.M. and four o’clock. P .M.on the first Tuesday in any month, at the door of the Court House in the Countyin which the Mortgaged Premises, or any part thereof, are situated, after advertisingthe time, place, terms of said sale, and after giving notice, posting, filingand conducting said sale as is required by Section 51,002 of the****Texas Property Code, as now amended (itbeing the intention of all parties that the aforesaid Section 51.002 shallcontrol over any conflicts with the printed portion of this Deed of Trust), andthe Mortgaged Premises to be sold by posting, or causing to be posted, at leasttwenty-one (21) consecutive days prior to the date of said sale, written orprinted notices thereof at the courthouse doors in each of the Counties inwhich the Mortgaged Premises are situated, (such notices shall designate theCounty where the Mortgaged Premises will be sold). In addition, the holder ofthe debt to which the power is related shall at least twenty-one (21) dayspreceding the date of sale

 

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serve written notice of the proposed sale bycertified mail on each debtor obligated to pay such debt according to therecords of such holder. Service of such notice shall , be completed upondeposit of the notice, enclosed in a postpaid wrapper, properly addressed tosuch debtor at the most recent address as shown by the records of the****holder of the debt in a post office orofficial. depository under the care and custody of the United States PostalService. The affidavit of any person having knowledge of the facts to theeffect that such service was completed shall be prima facie evidence of thefact of service. Grantors authorize and empower the Trustee to sell theMortgaged Premises, together,****orin lots or parcels, as the Trustee shall deem expedient, and to execute anddeliver, to the purchaser****orpurchasers thereof good and sufficient deeds of conveyance thereto by feesimple title, with covenants of, general warranty**,****and the titleof such purchaser, or purchasers, when****somade by the Trustee, Grantors bind themselves to warrant and forever defend;and to receive the proceeds of said sale which shall be applied as****follows: (i) to the payment****of**allnecessary******actionsand expenses incident to****theexecution of, said****trust,including****a reasonable fee to theTrustee, not****exceeding fivepercent (5%)*of*the grossproceeds of****the sale of the****Mortgaged Premises; (ii) to the paymentattic Note,*to*the amount of theprincipal, sum and accrued interest legally due thereon,****all other sums secured hereby,****and to the payment of attorney’s**fees as****in the Note provided,****and(iii) the remainder , if any, shall be paid to Grantors or such other person orpersons entitled thereto by law. To the extent not prohibited by applicable****law, Grantors will pay all costs******and expenses and reimburse Noteholder****for any and all expenditures of everycharacter incurred or expended from time to time, regardless of whether or nota default shall have occurred, in connection with Noteholder’s evaluating,monitoring, administering and protecting the Mortgaged Premises, and creating,perfecting and realizing upon Noteholder’s security interests in and liens onthe**Mortgaged Premises and allcosts and expenses relating *to*Noteholderexercising any of its rights and remedies hereunder. or at law, including,without limitation, all appraisal fees, consulting fees, filing fees, taxes,brokerage fees and commissions, fees incident to security interest, lien andother title searches and reports, escrow fees, attorney’s fees, legal expenses,court costs, auctioneer fees and expenses, other fees and expenses incurred inconnection with liquidation or sale of Mortgaged Premises and all otherprofessional fees. Any amount to be paid hereunder by Grantors to Noteholdershall be a demand obligation owing by Grantors to Noteholder and, to the extentnot prohibited by applicable****law,shall bear interest****from the dateof expenditure until paid at the maximum nonusurious rate of interest from timeto time permitted by applicable law (“Highest Lawful Rate”). At all such times,if any, that Chapter One (“Chapter One”) of Title 79, Texas Revised Civil Statutes,1925, as amended (the “Texas Credit Code”) establishes the Highest Lawful Rate,the Highest Lawful Rate shall be the “indicated rate ceiling” (as defined inChapter One) from time to time in effect.

 

14. The Noteholder shall have the additional right,upon the commencement of any action to enforce the lien herein given, to haveappointed by the court, in which said action is instituted, a receiver to takepossession of the premises and collect the said rents, issues, and profitsarising from the Mortgaged Premises. This provision is a right created by thiscontract and is cumulative of, and is not to affect in any way the right of theNoteholder to the appointment of a receiver given the Noteholder by law.

 

15. If default be made in the payment of anyinstallment of the note, or any part hereof, or if for any reason (other thanthe fault of the Noteholder)****Grantorsfail to keep****or perform any****of the covenants, conditions, orstipulations****herein, theNoteholder shall have****the optionto proceed with foreclosure in satisfaction of such item, either through the courts or by directing the Trustee to proceedas if under a foreclosure, conducting the sale as herein provided andwithout declaring the whole debt due, and provided that if said sale is made because of such default, such sale may be made subject to theun-matured part o1 the Note and debt secured by this Deed of Trust, and suchsale, if so made, shall not in any manner affect the un-matured part of thedebt secured by this Deed of Trust, but, as to such un-matured part this Deedof Trust shall remain in full force as though no sale hadbeen made under the provisions of this paragraph. Several, sales may be madewithout exhausting the right**of sale for any unmatured part of said debt, it being the purpose toprovide for a foreclosure and**sale of the Mortgaged Premises for any matured portion of**said debt without exhausting the power of**foreclosure******and to sell the Mortgaged Premises for anyother part of said debt whether matured at the time or subsequently maturing.

 

16. In case of any salehereunder, all prerequisites to the Sale shall be presumed to have been**performed, and in any conveyance givenhereunder, all statements of facts or other recitals therein made as to thenonpayment of money secured, or as to the request to the Trustee to enforcethis trust, or as to

 

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the proper and due appointment of any substitute trustee, or as to theadvertisement of sale, or****time***,***place******and**manner of sale, or as to any other preliminaryfact or thing, shall be taken in all courts of law or equity as prima facieevidence that the facts so stated or recited are true.

 

17. At the option of the Noteholder, with or withoutany reason, a successor or substitute trustee may be appointed by theNoteholder without any formality other than a designation in writing of asuccessor or substitute trustee, who shall thereupon become vested with andsucceed to all the powers and duties given to the Trustee herein named, thesame as if the successor or substitute trustee had been named original Trusteeherein; and such right to appoint a successor, or substitute trustee shallexist as often and whenever the Noteholder desires. If the Noteholder is acorporation, the corporation may act through any authorized officer, andwhenever the Noteholder desires. If the Noteholder is a corporation, thecorporation may act through any authorized officer, or by any agent or attorneyin fact properly authorized by any such officer.

 

18. The exercise of any option given under the termsof this Deed of Trust shall not be considered as a waiver of the right toexercise any other option given herein, and the filing of a suit to foreclosethis Deed of Trust, either on, any matured portion of the debt****or for the whole debt,****shall never be considered an election soas to preclude foreclosure under power of sale after a dismissal of the suit;nor shall the filing of the necessary notices for foreclosure, as provided inthis Deed of Trust, preclude the prosecution of a later suit thereon.

 

19. Any sale of the Mortgaged Premises under thisDeed of Trust shall, without further notice, create the relation of landlordand tenants at sufferance between the purchaser and grantors; upon failure tosurrender possession thereof, Grantors may be removed by a writ of possessionat suit of the purchaser.

 

20. Nothing herein containedshall be so construed or operate as to require Grantors to pay interest on theNote or Notes, or any other liability or debt now existing or hereafter toexist, at a rate greater than that allowed by the laws of the State of Texas,and****if any provisions hereincontained do,****or would presentlyor prospectively****operate to makethis Deed of Trust or any part thereof void, voidable or ineffective, thenthose provisions only shall be held for naught and as though not hereincontained and shall be without effect upon or prejudice to the remainingprovisions, which shall nevertheless remain operative.

 

21. In the event of the passage after thedate of this instrument, of any law, which deducts any lien on the MortgagedPremises from the value of the Mortgaged Premises for the purpose of taxationof deeds of trust or debts secured thereby, for state or local purposes, orwhich law changes the manner or collection of any such taxes so as to affectthe interest of the Noteholder,****thewhole sum secured by this instrument with interest thereon, at the option of the Noteholder, shall immediately become******due,payable****and collectible withoutnotice to any party.

 

22.If the Iien of this Deed of Trust is invalid or unenforceable as to any part ofthe debt, or if the lien is invalid or unenforceable as to any part of theMortgaged Premises, the unsecured or partially secured portion of the debtshall be completely paid prior to the payment of the remaining and secured orpartially secured portion of the debt, and all payments made on the debt,whether voluntary or under foreclosure or other enforcement action orprocedure, shall be considered to have been first paid on and applied to thefull payment of that portion of the debt which is not secured or fully securedby the lien of this Deed of Trust.

 

23.Whenever used the singular number shall include the plural, the plural the singular, the use of any gender shall include all genders.The words “Grantors” and****“Noteholders”shall include their heirs, executors, administrators, successorsand assigns and the word “Trustee” shall includehis successors and substitute trustees.

 

24. The debt secured hereby is inrenewal and extension but not in extinguishment of that certain indebtednessdescribed as follows:

 
| Original  Principal Sum: |   | $750,000.00                                                                                                                                                                                                                                         |
|--------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Original  Payee:         |   | Valuebank  Texas                                                                                                                                                                                                                                    |
| Maker:                   |   | American  Medical Technologies, Inc.                                                                                                                                                                                                                |
| Dated:                   |   | October  3, 2001                                                                                                                                                                                                                                    |
| Secured  by:             |   | Deed  of Trust                                                                                                                                                                                                                                      |
| Recording  Information:  |   | Document  No. 200 1 042 *697 in*the  Official. Public Records of  Nueces County, Texas.                                                                                                                                                             |
| Renewed  by:             |   | Instrument  dated October 3, 2002, recorded at Document No. 2002059706, Official Public  Records of Nueces County, Texas; and instrument dated March 9, 2003, recorded  at Document No. 2003011867, Official Public Records of Nueces County, Texas |

 

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| Assigned  to Aimee |   | Instrument  dated June 18, 2003, recorded at |
|--------------------|--------|----------------------------------------------|
| Maroney  by:       |   | Document  No. 2003039044,                    |
|               |   | Official  Public Records of Nueces           |
|               |   | County,  Texas.                              |

 

It is agreed by Grantorsthat, whether or not the above debt(s) is/are released by the holder thereof:

 

1.                                       Noteholder is duly subrogated to all of therights, powers and equities ofthe**original owner and holder of such debt (ifdifferent from the Noteholder).

 

2.                                       The lien securing said debt *is*acknowledged to be a valid and subsistinglien against the Mortgaged Premises and is not extinguished hereby.

 

3.                                       The existing lien shall also securethe indebtedness secured hereby and is renewed**and extended herein in full force to securepayment of the indebtedness.

 

EXECUTEDthis 9th day of February, 2005.

 
| AMERICAN  MEDICAL  TECHNOLOGIES, INC.                                            |                            |
|----------------------------------------------------------------------------------|---------------------------------|
| f/k/a  AMERICAN DENTAL  TECHNOLOGIES, INC. by merger with  TEXAS AIRSONICS, INC. |                            |
|                                                                             |                            |
| By:                                                                              | /s/ Roger Dartt                 |   |   |
|                                                                             | Roger  Dartt, President and CEO |   |
|                                                                             |                            |
| STATE  OF TEXAS                                                                  |                            |
| COUNTY  OF NUECES                                                                |                            |
|                                                                                  |                                 |  |  |

 

This instrument was****acknowledged before me on this 11thday******ofFebruary, 2005 by Roger Dartt, President and CEO of AMERICAN MEDICALTECHNOLOGIES, INC., a Delaware corporation f/k/a AMERICAN DENTAL TECHNOLOGIES,INC. by merger with TEXAS AIRSONICS INC. on behalf of said corporation,.

 
|   | /s/  Carol Wilkinson           |   |
|--------|--------------------------------|--------|
|   |                           |   |
|   | Notary  Public, State of Texas |
|        |                                |        |  |

 

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