Exhibit 10.2


    
      

      

    

    

      Exhibit
        10.2

      


      Loan
        No.
        ___________

      Salt
        Lake
        City, Utah

      December
        6, 2005

      


      Amended
        and Restated Revolving Promissory Note

      


      FOR
        VALUE
        RECEIVED, the undersigned ("Borrower") promises to pay to the order of U.
        S.
        Bank National Association ("Bank") at its office located at 170 South Main
        Street, 6th
        Floor,
        Salt Lake City, Utah 84101 or at such other location as designated by Bank,
        in
        lawful money of the United States of America, the principal amount of
Eight
        Million Dollars ($8,000,000.00),
        or such
        portion thereof as from time to time may be outstanding, on May 31, 2006
        (the
“Maturity Date”), and to also pay interest thereon at said location, in like
        money, from the date hereof on the unpaid principal amount hereof until such
        amount shall be paid in full.

      


      This
        Note
        is the Revolving Promissory Note referred to in a related Loan Agreement
        dated
        July 3, 2002 as amended (the “Agreement”) and is entitled to the benefits and is
        subject to the provisions and definitions thereof. Capitalized terms shall
        have
        the meaning given in the Agreement unless defined otherwise in this
        Note.

      


      Interest
        on each advance hereunder shall accrue at an annual rate equal to 1.25% plus
        the
        one-month LIBOR rate quoted by Bank from Telerate Page 3750 or any successor
        thereto, which shall be that one-month LIBOR rate in effect two New York
        Banking
        Days prior to the beginning of each calendar month, adjusted for any reserve
        requirement and any subsequent costs arising from a change in government
        regulation, such rate to be reset at the beginning of each succeeding month.
        The
        term “New York Banking Day” means any day (other than a Saturday or Sunday) on
        which commercial banks are open for business in New York, New York. If the
        initial advance under this Note occurs other than on the first day of the
        month,
        the initial one-month LIBOR rate shall be that one-month LIBOR rate in effect
        two New York Banking Days prior to the date of the initial advance, which
        rate
        plus the percentage described above shall be in effect for the remaining
        days of
        the month of the initial advance; such one-month LIBOR rate to be reset at
        the
        beginning of each succeeding month. Bank’s internal records of applicable
        interest rates shall be determinative in the absence of manifest
        error.

      


      Borrower
        may prepay principal without penalty.

      


      Upon
        the
        occurrence of an Event of Default, the applicable rate of interest shall
        increase by two percent (2%) per annum.

      


      Monthly
        payments of all accrued and unpaid interest shall be due and payable on the
        first (1st) day of each month and continuing each month thereafter.

      


      On
        the
        Maturity Date, the entire outstanding principal balance, all remaining accrued
        and unpaid interest and all other amounts outstanding under this Note shall
        be
        due and payable in full.

      


      The
        actual interest to be charged under this Note shall be calculated on a year
        of
        three hundred sixty (360) days on a daily basis for the actual number of
        days
        the unpaid principal balance hereof is outstanding.

      


      If
        a
        payment on this Note becomes due and payable on a Saturday, Sunday or legal
        holiday under the laws of the State of Utah, the payment date shall be extended
        to the next succeeding business day and interest hereon shall be payable
        at the
        then applicable rate during such extension.

      


      All
        payments received by Bank may be applied to amounts due under this Note,
        the
        Agreement and all related documents in such order as Bank may
        elect.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      Upon
        the
        occurrence of an Event of Default, it shall be optional with the holder of
        this
        Note to declare the entire principal and interest sum hereof due and payable
        in
        full, and proceedings may at once be instituted for the enforcement and
        collection of the same by law.

      


      Borrower
        agrees to pay all reasonable attorneys' fees and other expenses incurred
        by Bank
        in the enforcement of any of its rights hereunder whether the default is
        ultimately cured or whether Bank is obligated to pursue its legal remedies,
        including such expenses incurred prior to the institution of legal action,
        during the pendency of such legal action, during any bankruptcy or insolvency
        proceeding and continuing to include all such expenses incurred in connection
        with any appeal to higher courts arising out of legal proceedings to enforce
        Borrower's obligations hereunder.

      


      The
        makers, sureties, guarantors and endorsers of this Note jointly and severally
        waive presentment for payment, protest, notice of protest and of nonpayment
        of
        this Note. Borrower agrees that failure of Bank or any holder of this Note
        to
        exercise its rights hereunder shall not constitute a waiver of the right
        to
        exercise the same in the event of a later default.

      


      This
        Note
        shall be construed according to the laws of the State of Utah.

      


      This
        Note
        replaces and amends by substitution all prior promissory notes executed in
        connection with the Agreement.

      


      “Borrower”

      


      Utah
        Medical Products, Inc.,

      a
        Utah
        corporation

      


      By:  /s/
        Kevin L.
        Cornwell                        
        

      


      Its:  CEO