**EXHIBIT 4.4**

 

**TEXAS STATE BANK****RealEstatePROMISSORY NOTE**

 
| **$682,000.00** | ** ** | **McAllen, Texas** | ** ** | **February 9, 2005** |
|-----------------|------------|--------------------|------------|----------------------|

 

Ashereinafter 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 interestfrom date until maturity at the Wall Street Journal Prime Interest Rate** plusone (1.00%) percentum per**annum, based on a 360-day year, both. principal andinterest 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 aftermaturity at the maximum *rate*allowed by *law.*Notwithstandinganything herein to the contrary, the interest rate hereunder shall not fallbelow 6.25% per annum.

 

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**THE TERM “WALL **STREET JOURNAL PRIME INTEREST**RATE”AS USED IN **THIS**NOTE MEANS A PERANNUM INTEREST RATE EQUAL TO THE “PRIME RATE” AS PUBLISHED EACH DAYBY 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**NOTPUBLISHED OR A PRIME RATE IS NOT PUBLISHED UNDER THE MONEY RATES SECTIONTHEREOF, THEN THE PRIME RATE PUBLISHED FOR THE PRECEDING PUBLICATION DATE OFTHE **WALL STREET JOURNAL**SHALLAPPLY SHOULD THE METHOD OF ESTABLISHING****THEPRIME****INTEREST RATE, OR THEPUBLICATION 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 ITSPRIME OR BASE INTEREST RATE. THE APPLICABLE RATE SHALL BE ADJUSTED WITH EACHCHANGE IN THE PRIME RATE AND SHALL BE EFFECTIVE****UNTIL THE EFFECTIVE****DATEOF THE NEXT CHANGE IN THE PRIME RATE.

 

Themaker and payee of this note have computed****theinterest under the terms hereof and the instruments securing the payment hereofas not being in excess of the maximum legal rate provided by law and havedetermined to the satisfaction of both maker and payee that**interest payable under the terms of this notecould not exceed the maximum legal rate provided by law; however, should theinterpretation or application of the provisions hereof and the instrumentssecuring the payment hereof when considered jointly or severally be construedby a court of last resort to provide for or permit the payment of interest inexcess of the maximum legal rate,such interpretation was not theintention of the parties and results from a mutual mistake and the paymentsshall be first applied to interest at the maximum legal rate provided by lawand the remaining balance to principal or rebated to maker where applicable.

 

Paymentsare due on dates described below, however, should any payment not be madewithin 10 days of due date, then, at the option of the holder hereof, theundersigned shall pay a “late charge” equal to five percent (5%) ofthe amount of the delinquent payment to compensate the holder foradministrative 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****availableto the holder****hereof.

 

Ifdefault shall be made in the payment of any installment of principal orinterest 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****notemay waive any default without waiving any prior or subsequent default.

 

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

 

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

 

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

 

Thisnote is secured by: a Deed of Trust of even date herewith, executed by AMERICANMEDICAL TECHNOLOGIES, INC. to PAUL S. MOXLEY, Trustee, upon thefollowing-described****property:

 

LotOne (I), 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 inVolume 46, Page 105-107, Map  Records ofNueces County, Texas, to which reference is here made for all pertinentpurposes.

 

ThisNote is payable as follows: On Demand, or if no demand be made, then it shallbe payable as follows:

 

Theadvanced, 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 AND89/100 DOLLARS ($3,788.89) each per month and one (I) final monthly installmentcovering the entire unpaid balance, principal and accrued interest. Interest,computed on the unpaid principal. balance, is payablemonthly as it accrues on the same dates as and in addition to the installmentsof principal;

 

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

 

Interestwill 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

 

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

 

 

AMERICANMEDICAL TECHNOLOGIES, INC.

 

 
| By:    | /s/  Roger Dartt                |   |
|--------|---------------------------------|--------|
|   | Roger  Dartt, President and CEO |

 

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