Exhibit 10.43


AMSOUTH           NOTE FOR BUSINESS AND COMMERCIAL LOANS REVOLVING

                                                                    AmSouth Bank
$ 1,000,000.00                                              2330 University Blvd
  ------------                                              Tuscaloosa, AL 35401

DATE:  May 13, 2003
       -------------

FOR VALUE RECEIVED,  the undersigned  (hereinafter called,  whether one or more,
the  "Borrower"),  Jointly  and  severally  and  solidarily  (if more than one),
promises to pay to the order of AmSouth Bank (the "Bank"),  its  successors  and
assigns  (hereinafter  sometimes,  together  with any other holder of this note,
called  "Holder"),  the sum of One Million and 00/100 Dollars or so much thereof
as the Holder has advanced to the Borrower hereunder (the "Loan"), plus interest
on the remaining unpaid principal balance of the Loan from the date hereof until
maturity at the rate of:

A per annum  rate  equal to the rate per  annum  offered  by prime  banks in the
London interbank  eurodollar market for deposits in United States dollars having
a one month  maturity,  as determined by Holder with  reference to the financial
information  reporting service used by Holder at the time of such  determination
(the "LIBOR  Rate") plus  2.25%.  This rate is subject to change on  05/31/2003,
will be subject to change on the same day of every month thereafter (the "Change
Date").  The  interest  rate change is based on changes in the LIBOR  Rate.  The
Holder  will  determine  the LIBOR  Rate that will be in effect as of the Change
Date;  however,  if the Change Date is not a Business  Day, then the Holder will
determine  the  LIBOR  Rate  that  will  be in  effect  as of the  Business  Day
immediately  following the Change Date. Changes in the interest rate on the Loan
will be effective as of the Change Date. As used herein,  "Business Day" means a
day of the  year on which  banks  are not  required  or  authorized  to close in
Birmingham,  Alabama,  and a day on which  dealings are carried on in the London
interbank eurodollar market.

See the  Addendum  to Note for  Business  and  Commercial  Loans for  provisions
related to the LIBOR Rate.

Interest will be computed on the basis of the actual number of days elapsed over
an assumed 360-day year.

The Borrower hereby agrees to repay principal and interest as follows:

The Borrower will pay the interest on the Loan in monthly  installments  and the
principal  and any unpaid  interest on the Loan shall be due and payable in full
on 5/31/2004.  The first installment will be due and payable on May 31, 2003 and
the  remaining  installments  will be due and  payable  on the same day of every
month  thereafter until both the principal of and interest on the loan have been
paid in full.

All agreements herein made are expressly limited so that in no event whatsoever,
whether by reason of advancement of proceeds hereof, acceleration of maturity of
the unpaid  balance  hereof or  otherwise,  shall the  interest and loan charges
agreed to be paid to Holder for the use of the money  advanced or to be advanced
hereunder exceed the maximum amounts collectible under applicable laws in effect
from time to time.  If for any reason  whatsoever  the  interest or loan charges
paid or contracted to be paid in respect of the  indebtedness  evidenced  hereby
shall exceed the maximum  amounts  collectible  under  applicable laws in effect
from time to time,  then, ipso facto, the obligation to pay such interest and/or
loan  charges  shall  be  reduced  to  the  maximum  amounts  collectible  under
applicable laws in effect from time to time, and any amounts collected by Holder
that  exceed  such  maximum  amounts  shall be applied to the  reduction  of the
principal balance remaining unpaid hereunder and/or refunded to Borrower so that
at no time shall the  interest or loan charges paid or payable in respect of the
indebtedness  evidenced hereby exceed the maximum amounts permitted from time to
time by applicable  law. This provision  shall control every other  provision in
any and all other  agreements and instruments now existing or hereafter  arising
between Borrower and Holder with respect to the indebtedness evidenced hereby.

For purposes of sending periodic billing  statements in advance of each interest
payment date, at Holder's option, the Prime Rate in effect 15 days prior to each
interest  payment  date shall be deemed to be the Prime Rate that  continues  in
effect  until the date  prior to such  interest  payment  date for  purposes  of
computing the amount of interest  payable on such interest  payment date. If the
Prime Rate changes during such 15-day period,  the difference between the amount
of interest  that in fact accrues  during such period and the amount of interest
actually  paid  will be added  to or  subtracted  from as the  case may be,  the
interest  otherwise  payable in preparing the periodic billing statement for the
next  succeeding  interest  payment date. In determining  the amount of interest
payable at the final maturity or upon full  prepayment of this note, all changes
in the Prime Rate  occurring  on or prior to the date before the final  maturity
date or the date of such full prepayment shall be taken into account.

The Borrower agrees to pay to Holder, on demand,  late charge equal to 5% of any
installment  that  is not  paid  within  12 days  after  it is due and 5% of the
interest portion on the payment due upon the final maturity date of this note if
that  payment is not paid within 12 days after it is due.  This late charge will
never be less than $10.00 nor more than  $250.00.  This  provision  shall not be
deemed to excuse a late  payment or be deemed a waiver of any other right Holder
may have, including,  without limitation, the right to declare the entire unpaid
principal and interest immediately due and payable.

All  payments  coming  due on this  note  shall  be made in cash or  immediately
available funds at Holder's office in Birmingham, Alabama. At its option, Holder
may elect to give the  Borrower  credit for any  payment  made by check or other
instrument in accordance with Holder's availability schedule in effect from time
to time for such items and instruments,  which Holder will make available to the
Borrower on request unless otherwise  required by applicable law,  payments will
be applied as follows:  (1) Each payment on the Loan will first  reduce  charges
owed by the Borrower that are neither principal nor interest,  (2) The remainder
of each such  payment will be applied  first to accrued but unpaid  interest and
then to unpaid principal;  and (3) Any partial  prepayments of principal will be
applied to  installments  due in the inverse order of their maturity and no such
partial prepayment of principal will have the effect of postponing,  satisfying,
reducing,  or otherwise  affecting any scheduled  installment before the Loan is
paid in full.

This note is a master note,  and it is  contemplated  that the proceeds the loan
evidenced hereby will be advanced from time to time to the Borrower by Holder in
installments,  as  requested  by the  Borrower  and agreed to by  Holder.  It is
further  contemplated  that any amounts  advanced under this note may be prepaid
from time to time by the Borrower and  subsequently  re-advanced  by Holder,  so
long as the principal amount outstanding does not exceed the face amount of this
note. By reason of repayments  hereon there may be times when no indebtedness is
owing hereunder, and notwithstanding any such occurrence, this note shall remain
valid and  shall be in full  force and  effect as to each  subsequent  principal
advance  made  hereunder.  The Holder  shall  maintain a record (by  computer or
otherwise) of all principal  advances and repayments  under this master note and
that  record  shall be  presumed  to be  correct  on the  absence  of clear  and
convincing  evidence to the contrary.  Unless the Holder has otherwise agreed in
writing,  the  Holder  is not  obligated  to make any  advances  or  re-advances
hereunder,  and all advances and re-advances  shall be made at the option of the
Holder.  This note shall be valid and  enforceable  as to the  aggregate  amount
advanced at any time  hereunder,  whether or not the full face amount  hereof is
advanced.

If the  Loan is  payable  on  demand,  this  paragraph  is  inoperative  and not
applicable;  otherwise,  this paragraph is operative and shall apply to the Loan
in accordance  with its terms. In the event of default in the payment of any one
or more  installments  of principal or interest  that may become due  hereunder,
when and as the same fall due,  or default in the payment of all  principal  and
interest  due  hereunder  at  maturity,  or the failure of any maker,  endorser,
surety or guarantor hereof  (hereinafter called the Obligors) to pay when due or
perform  any of the  Obligations  (meaning  thereby  this  note  and any and all
renewals and extensions  thereof and all other  liabilities and  indebtedness of
the Borrower to Holder, now existing or hereafter incurred or arising, direct or
indirect,  and  however  incurred)  or any part  thereof  or the  failure of any
Obligor to pay when due any other  liability  to Holder,  in the event a default
occurs  under the terms of any loan  agreement or other  instrument  (other than
this note) or other document evidencing,  securing, guaranteeing, or executed in
connection with all or any part of the Obligations  (herein,  together with this
note, called the "Loan  Documents"),  or in the event Holder shall in good faith
deem itself  insecure for any reason,  or on the happening of any one or more of
said events,  Holder shall have the right at its election and without  notice to
any Obligor to declare the Obligations immediately due and payable with interest
to date. No delay in making such election  shall be construed to waive the right
to make such election.  Holder may note the fact of acceleration  hereon without
stating the ground  therefor,  and whether or not noted hereon such  election to
accelerate shall be effective.

In the  event of death  of,  insolvency  of,  general  assignment  by,  judgment
against, filing of a petition in bankruptcy by or against, filing a petition for
the  reorganization  of, filing of application in any court for receiver for, or
issuance of a writ of  garnishment or attachment in a suit or action against any
Obligor or against any of the assets of any Obligor,  or on the happening of any
one or more of said events,  the Obligations  shall  immediately  become due and
payable with  interest to date unless Holder shall on notice of such event elect
to waive such  acceleration  by written  notation  hereon.  Commencing  upon and
continuing  after  the  maturity  of this  note,  whether  such  maturity  is by
acceleration or otherwise, and, if by acceleration, whether such acceleration is
automatic or at the election of Holder, and commencing upon and continuing after
any judgment  obtained on or under this note, any and all amounts due under this
note or under any judgment obtained on or under this note,  whether such amounts
are  denominated  as principal,  interest or otherwise,  shall,  if permitted by
applicable law, bear interest at a rate of interest equal to 2% in excess of the
rate of interest set forth above.

Each of the Obligors  hereby  severally (a) waives as to the Loan or any renewal
or extension  thereof all rights of exemption under the  Constitution or laws of
any state as to personal  property;  (b) waives  demand,  presentment,  protest,
notice of  protest,  notice of  dishonor,  suit  against any party and all other
requirements  necessary  to hold any  Obligor  liable;  (c) agrees  that time of
payment  may be  extended or renewal  notes  taken or other  indulgence  granted
without notice of or consent to such action and, without release of liability as
to any  Obligor;  (d) as to all or any  part  of the  Obligations,  consents  to
Holder's  releasing,  agreeing not to sue,  suspending the right to enforce this
instrument  against or otherwise  discharging or compromising  any Obligation of
any Obligor or other person  against whom any Obligor has or may have a right of
recourse,  all without notice to or further  reservations  of rights against any
Obligor,  and all without in any way affecting or releasing the liability of any
Obligor; (e) consents to Holder's releasing,  exchanging or otherwise dealing in
any manner with all or any portion of any collateral,  lien, or right of set-off
that may now or  hereafter  secure this note,  all without  notice to or further
reservations of rights against any Obligor, and all without in any way affecting
or releasing the liability of any Obligor, even though such release, exchange or
other  dealing may in any manner and to any extent  impair any such  collateral,
lien or right of set-off (f) warrants that this Loan is for business, commercial
or agricultural  purposes,  and not for personal,  family or household purposes;
(g) agrees to pay all costs of  collecting  or securing or attempting to collect
or secure this note or defending any unsuccessful  claim asserted against Holder
in connection with this note, including reasonable attorneys' fees.

In  addition  to all liens  upon,  and  rights of setoff  against,  any  moneys,
securities,  or other  property of any of the  Obligors  given to Holder by law,
Holder  shall have a lien upon and a right of setoff  against and (to the extent
allowed by law),  a lien and  continuing  security  interest  upon,  all moneys,
securities  and other  property of any of the  Obligors  now or hereafter in the
possession of, or on deposit with, Holder,  whether held in a general or special
account or deposit, for safekeeping, or otherwise; and every such lien, security
interest,  and right of setoff may be exercised without demand upon or notice to
any Obligor, and Holder shall have no liability with respect to any of Obligor's
checks or other items that may be returned or other funds transfers that may not
be made due to insufficient funds thereafter.

The  borrower  understands  that  Holder  may  from  time to time  enter  into a
participation  agreement or agreements with one or more participants pursuant to
which such participant or participants shall be given participations in the Loan
and that  such  participants  may  from  time to time  similarly  grant to other
participants  sub-participations  in the  Loan.  The  Borrower  agrees  that any
participant and any  subparticipant  may exercise any and all rights of banker's
lien or set-off,  whether  arising by operation of law or given to Holder by the
provisions  of this  note,  with  respect  to the  Borrower  as fully as if such
participant or  subparticipant  had made the Loan directly to the Borrower.  For
the purposes of this paragraph only, the Borrower shall be deemed to be directly
obligated  to  each  participant  or   subparticipant   in  the  amount  of  its
participating interest in the principal of, and interest on, the Loan.

No failure  or delay on the part of Holder in  exercising  any  right,  power or
privilege under this note shall operate as a waiver thereof,  nor shall a single
or  partial  exercise  thereof  preclude  any other or further  exercise  or the
exercise of any other right, power or privilege.  No modification,  amendment or
waiver of any  provisions of this note shall be effective  unless in writing and
signed  by a duly  authorized  officer  of  Holder,  and then the same  shall be
effective only in the specific  instance and for the purpose for which given. No
notice to or demand on any Obligor in any case shall  entitle any Obligor to any
other or further notice or demand in the same, similar or other circumstances.

Any  controversy,  claim,  dispute or issue  related to or arising  from (A) the
interpretation,  negotiation, execution, assignment, administration,  repayment,
modification,  or  extension  of this note or the Loan;  (B) any  charge or cost
incurred  under this note or the Loan;  (C) the  collection  of any  amounts due
under this note or any  assignment  thereof;  (D) any alleged tort related to or
arising out of this note or the Loan; or (E) any breach of any provision of this
note,  shall be  settled  by  arbitration  in  accordance  with  the  Commercial
Arbitration Rules of the American Arbitration Association (the "AAA Rules"). Any
disagreement  as to  whether  a  particular  dispute  or  claim  is  subject  to
arbitration  under this paragraph  shall be decided by arbitration in accordance
with the provisions of this paragraph.  Commencement of litigation by any person
entitled to demand  arbitration  under this paragraph  shall not waive any right
that person has to demand  arbitration with respect to any counterclaim or other
claim that may be made against that person,  whether in, relating to, or arising
out of such litigation,  or otherwise. The Expedited Procedures of the AAA Rules
shall apply in any dispute  where the  aggregate of all claims and the aggregate
of all counterclaims each is in an amount less than $500,000.  Judgment upon any
award rendered by the  arbitrator(s)  in any such  arbitration may be entered in
any Court having  jurisdiction  thereof.  Any demand for arbitration  under this
note shall be made no later than the date when any judicial action upon the same
matter would be barred under any applicable statute of limitations.  Any dispute
as to whether the statute of  limitations  bars the  arbitration  of such matter
shall be  decided by  arbitration  in  accordance  with the  provisions  of this
paragraph. The locale of any arbitration proceedings under this note shall be in
Birmingham,  Alabama or such other  location  as is mutually  acceptable  to all
parties.  The  arbitrator(s)  in  any  such  arbitration  shall  establish  such
reasonable  procedures  as may be  necessary  for  the  reasonable  exchange  of
information between the parties prior to such arbitration. Any arbitration under
this paragraph shall be on an individual  basis between the parties to this note
only and shall not be commenced as a member or representative of or on behalf of
a class of persons, it being the intention of the parties that there shall be no
class action arbitrations under this note. All parties to this note specifically
acknowledge  and  agree  that  this  note  evidences  a  "transaction  involving
commerce" under the Federal  Arbitration Act, and each party to this note hereby
waives and relinquishes  any right to claim otherwise.  WITH RESPECT TO DISPUTES
SUBMITTED TO ARBITRATION, EACH PARTY WAIVES ALL RIGHT TO TRIAL BY JURY.

NOTWITHSTANDING  THE PRECEDING  PARAGRAPH OR THE EXERCISE OF ARBITRATION  RIGHTS
UNDER  THIS NOTE,  each party may (1)  foreclose  against  any real or  personal
property  collateral  under any  mortgage,  deed of trust,  security  agreement,
pledge  agreement  or any other  document  or  instrument  creating  a  security
interest in such  property or under  applicable  law:  (2)  excercise  any legal
remedies  such as set  off,  foreclosure  or  repossession:  or (3)  obtain  any
provisional  or  ancillary   remedies  such  as  replevin,   injunctive  relief,
attachment,  sequestration,  or  appointment  of a receiver  from a court having
jurisdiction,   before,   during  or  after  the  pendency  of  any  arbitration
proceedings. This arbitration provision shall not be interpreted to require that
any  such  remedies  be  stayed,  abated  or  otherwise  suspended  pending  any
arbitration or request for arbitration. The exercise of a remedy shall not waive
the right of either party to resort to arbitration.

Any  provision  of  this  note  that  is  prohibited  or  unenforceable  in  any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

The provisions of this note shall inure to the benefit of Holder, its successors
and assigns, and shall be binding upon the heirs, successors and assigns of each
Obligor,  except  that  no  Obligor  may  assign  or  transfer  his,  her or its
obligation hereunder without the written consent of Holder.

All rights,  powers and  remedies of Holder under this note and now or hereafter
existing at law, in equity or otherwise shall be cumulative and may be exercised
successively or concurrently.

The Loan Documents  contain the entire  understanding  and agreement between the
Borrower  and Holder with  respect to the Loan and  supersede  any and all prior
agreements,  understandings,  promises, and statements with respect to the Loan.
This note may not be modified,  amended, or supplemented in any manner except by
a written agreement executed by both the Borrower and Holder.

This note shall be construed in accordance  with and governed by the laws of the
State of Alabama and Title 9 of the United States Code.

Time is of the essence of this note.

The  proceeds  of the  Loan  represented  by this  note  are for a  business  or
commercial purpose.


Obligor Number: 0000687193                                    Due: 05/31/2004
                ----------                                         ----------

     ATTEST:                                SURGICAL LASER TECHNOLOGIES. INC.

By: /s/ Davis Woodward              (SEAL)  By:  /s/ Jeffrey F. O'Donnell (SEAL)
    ------------------                           -------------------------------
      Davis Woodward                               Jeffrey F. O'Donnell

Its:  Corporate Counsel                     Its: President and CEO


By: /s/ Davis Woodward              (SEAL)  By:  /s/ Dennis McGrath       (SEAL)
    ------------------                           -------------------------------
     Davis Woodward                              Dennis McGrath

Its:  Corporate Counsel                     Its: VP of Finance and CFO


This note is made and  executed  for the purpose of  continuing,  modifying  and
amending the terms of that certain  promissory  note in the principal  amount of
$1,400,000.00,  dated  03/26/2003,  executed by the  Borrower and payable to the
Bank  or  its  predecessor  or  assignor.  This  note  shall  constitute  a true
modification  or  amendment  of the  terms of the  original  note,  which  shall
continue in full force and effect except as specifically  modified herein.  This
note shall not  constitute a novation,  payment in full or  satisfaction  of the
original  note, nor shall this note in any other way supercede the original note
or any of the Loan Documents.  This note shall continue to be secured by any and
all collateral securing the original note.