Hypertension Diagnostics, Inc.



 




Exhibit 4.1



AMENDMENT NO. 2

TO THE

REDEEMABLE CLASS A

WARRANT AGREEMENT





     This Amendment No. 2 to the Warrant Agreement is dated as of June 6, 2002
by and between Hypertension Diagnostics, Inc., a Minnesota corporation (the
“Company”), and U.S. Bank, N.A. (formerly known as Firstar Bank, N.A., formerly
known as Firstar Trust Company), as Warrant Agent (the “Warrant Agent”).





     A.     The parties have entered into that certain Warrant Agreement dated as
of July 23, 1998 (the “Class A Warrant Agreement”) which governs the rights and
obligations of the Company and Warrant Agent with respect to up to 2,587,500
Redeemable Class A Warrants (each, a “Warrant”).





     B.     The parties amended the Class A Warrant Agreement by an Amendment No. 1
to Class A Warrant Agreement dated as of January 23, 2001 pursuant to which
Section 2.1 of the Class A Warrant Agreement was amended to reduce the exercise
price of the Warrants from $5.50 per share of Common Stock issuable upon
exercise of the Warrant to $5.15 per share of Common Stock issuable upon
exercise of the Warrant.





     C.     The Company desires (a) to extend the expiration date of the Class A
Warrant set forth in Section 2.1 of the Class A Warrant Agreement from July 22,
2002 to August 7, 2002 and (b) to reduce the exercise price of the Warrants
from $5.15 per share of Common Stock issuable upon exercise of the Warrant to
$1.80 per share of Common Stock issuable upon exercise of the Warrant pursuant
to Section 2.4 of the Class A Warrant Agreement.





     D.     The parties desire to set forth their mutual understanding in this
Amendment No. 2 to the Class A Warrant Agreement.





     NOW, THEREFORE, in connection with and in consideration of the premises
and the mutual agreements and covenants hereinafter set forth, the Company and
Warrant Agent hereby agree as follows:





     1.     Capitalized terms used but not otherwise defined herein shall have the
same meanings as in the Class A Warrant Agreement.





     2.     Section 2.1 of the Class A Warrant Agreement is hereby amended to read
in its entirety as follows:






		
	 	     Section 2.1 Exercise. Any or all of the Warrants
represented by each Warrant Certificate may be exercised by the
holder thereof on or before 5:00 p.m., Central Time, on August
7, 2002, unless extended by the Company, by surrender of the
Warrant Certificate with the Purchase Form, which is printed on





 







 




		
	 	the reverse thereof (or a reasonable facsimile thereof) duly
executed by such holder, to the Warrant Agent at its principal
office in Milwaukee, Wisconsin, accompanied by payment, in cash or
by certified or official bank check payable to the order of the
Company, in an amount equal to the product of the number of shares
of Common Stock issuable upon exercise of the Warrant represented
by such Warrant Certificate, as adjusted pursuant to the
provisions of Article III hereof, multiplied by the exercise price
of $1.80, as adjusted pursuant to the provisions of Article III
hereof (such price as so adjusted from time to time being herein
called the “Exercise Price”), and such holder shall be entitled to
receive such number of fully paid and nonassessable shares of
Common Stock, as so adjusted, at the time of such exercise.



     3.     The amendment to Section 2.1 as described in Paragraph 2 of this
Amendment No. 2 to the Class A Warrant Agreement shall take effect as of the
date the U.S. Securities and Exchange Commission declares effective the
Company’s Registration Statement on Form S-3 filed April 5, 2002 (File No.
333-85632) and continue until the expiration of the Warrant on August 7, 2002,
unless this expiration date shall be extended by the Company.





     4.     All other terms of the Class A Warrant Agreement shall remain in full
force and effect until such time as they may be amended in writing by the
parties.





     5.     This Amendment No. 2 to the Class A Warrant Agreement shall be
construed and enforced in accordance with and governed by the laws of the State
of Minnesota.





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2
to the Class A Warrant Agreement as of the day and year first above written.






	 	 	 	 	 
	 	 	
HYPERTENSION DIAGNOSTICS, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Greg H. Guettler 

	 	 	 	 	Its President
	 	 	 	 	 
	 	 	
U.S. BANK, N.A.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Theresa A. Crawford

	 	 	 	 	Its Trust Officer




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