Exhibit 10.3


    
      

      

    

    

      Exhibit
        10.3

      


      THIRD
        AMENDMENT TO LOAN AGREEMENT

      


      THIS
        THIRD AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered into as of
        December 6, 2005 by and between UTAH MEDICAL PRODUCTS, a Utah corporation
        ("Borrower"), and U. S. BANK NATIONAL ASSOCIATION ("Bank").

      


      Recitals

      


      A.
        Borrower and Bank have entered into that certain Loan Agreement (the
“Agreement”) dated as of July 3, 2002 and related documents (as amended by a
        First Amendment thereto and a Second Amendment thereto) pursuant to which
        Bank
        has agreed to extend certain credit to Borrower in accordance with its terms.
        Capitalized terms shall have the meanings given by the Agreement unless
        otherwise defined.

      


      B.
        Borrower and Bank wish (i) to increase the Loan from $5,000,000 to $8,000,000
        and (ii) to make other modifications to the Agreement.

      


      Agreement

      


      NOW,
        THEREFORE, in consideration of the promises contained herein, and each intending
        to be legally bound hereby, the parties agree as follows:

      


      1.
        The
        Loan is hereby increased from $5,000,000 to $8,000,000, to be further evidenced
        by Borrower’s execution of an Amended and Restated Revolving Promissory Note of
        even date herewith in the stated principal amount of $8,000,000.

      


      2.
        Borrower shall be permitted to use the Loan to request the issuance by Bank
        of
        letters of credit. Each letter of credit shall be evidenced further by
        Borrower’s execution of an application and an unconditional reimbursement
        agreement in forms customarily required by Bank. The amount of credit available
        under the Loan shall be decreased by the total undrawn amounts on all
        outstanding letters of credit. In the event the expiration date of a letter
        of
        credit extends beyond the expiration date of the Loan commitment and the
        Maturity Date under the Note, Borrower shall deposit with Bank funds, on
        or
        before the Maturity Date, in an amount at least equal to the total undrawn
        amount under all outstanding letters of credit, together with collateral
        documents granting to Bank a security interest and control in that deposit
        as
        security for repayment of the obligations associated with those undrawn letters
        of credit. The issuance of each letter of credit will require a fee equal
        to
        1.25% of the face amount of the letter of credit.

      


      3.
        Borrower shall be permitted to incur an unsecured ten (10) year indebtedness
        to
        Bank of Ireland in an amount not to exceed €4,500,000 (Euros), which shall be
        deemed a one-time waiver of the provisions in Section 5.2 of the
        Agreement.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      4.
        Section 4.10 of the Agreement is hereby amended to increase the minimum Net
        Worth requirement from $10,000,000 to $18,500,000.

      


      5.
        Borrower hereby acknowledges the continued validity and enforceability of
        the
        Loan Documents, as amended hereby, and acknowledges that Borrower has no
        defense, claim or counterclaim with respect to its Obligations under the
        Loan
        Documents. 

      


      6.
        All
        other terms of the Agreement and the other Loan Documents shall remain valid
        and
        enforceable as modified hereby.

      


      7.
        This
        Amendment may be executed in counterparts.

      


      IN
        WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
        of the
        day and year first above written.

       

      
 

      
        	
                UTAH
                  MEDICAL PRODUCTS

              	
                U.
                  S. BANK NATIONAL ASSOCIATION

              
	 	 	 	 
	 	 	 	 
	
                By:

              	
                  /s/
                  Kevin L.
                  Cornwell                                        
                  

              	
                By:
                  

              	
                 
                  /s/
                  Terry L. Grant                                                   
                  

              
	 	 	 	 
	
                Its:

              	
                  CEO                                                                
                  

              	
                Its:
                  

              	
                 
                  VP