Hypertension Diagnostics, Inc.



 




Exhibit 4.2



AMENDMENT NO. 2

TO THE

REDEEMABLE CLASS B

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.), as
Warrant Agent (the “Warrant Agent”).





     A.     The parties have entered into that certain Warrant Agreement dated as
of January 4, 2001 (the “Class B Warrant Agreement”) which governs the rights
and obligations of the Company and Warrant Agent with respect to up to
2,752,192 Redeemable Class B Warrants (each, a “Warrant”).





     B.     The parties amended the Class B Warrant Agreement by an Amendment No. 1
to Class B Warrant Agreement dated as of March 13, 2001 pursuant to which
Section 2.1 of the Class B Warrant Agreement was amended to reduce the exercise
price of the Warrants from $9.00 per share of Common Stock issuable upon
exercise of the Warrant to $5.85 per share of Common Stock issuable upon
exercise of the Warrant.





     C.     The Company desires under Section 2.4 of the Class B Warrant Agreement
to reduce the exercise price of the Warrants from $5.85 per share of Common
Stock issuable upon exercise of the Warrant to $2.00 per share of Common Stock
issuable upon exercise of the Warrant.





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





     2.     Section 2.1 of the Class B 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 January 23, 2006, 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 $2.00, 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 B 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 January 23,
2006, unless this expiration date shall be extended by the Company.





     4.     All other terms of the Class B 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 B 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. 1
to the Class B 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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