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Restated Forbearance Agreement

This is an actual contract by American Medical Technologies.

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Sectors: Health Products and Services
Effective Date: October 30, 2002
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THIRD AMENDED AND RESTATED FORBEARANCE AGREEMENT

This Third Amended and Restated Forbearance Agreement (the " Agreement") is made effective the 30 th day of October, 2002, and is by and among American Medical Technologies, Inc. a Delaware corporation (the "Borrower") and Bank One, N. A. (formerly known as Bank One, Michigan and collectively with its predecessors and assignors shall be referred to herein as the "Lender").



W I T N E S S E T H:



In consideration of the sum of Ten Dollars ($10.00), the mutual covenants and agreements contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:





1. Recitations .



1.1 The Credit Agreement . On or about September 21, 2000, the Lender and the Borrower executed a certain Line of Credit Agreement (the "Credit Agreement") providing for certain loans made by Lender to Borrower and evidenced by a Revolving Business Credit Note (the "Note"). Among other documents executed contemporaneously with the Credit Agreement were a Continuing Security Agreement and UCC-1 Financing Statements (collectively, the "Loan Documents").





1.2 The First Amendment . On or about March 20, 2001, the Lender and Borrower executed that certain letter agreement constituting an amendment to the Credit Agreement (the "First Amendment") providing for certain amendments to the Credit Agreement as set forth therein.



1.3 The Second Amendment . On or about June 25, 2001, the Lender and Borrower executed that certain letter agreement constituting an amendment to the Credit Agreement (the "Second Amendment") providing for certain amendments to the Credit Agreement as set forth therein.



1.4 The Credit Card Balance . Borrower is further indebted to Lender in the approximate amount of $140,722.61 resulting from charges made by Borrower utilizing a business charge card line of credit (the "Credit Card Balance").





1.5 Payable Status . All obligations of Borrower are in default and are presently due and payable and Borrower has requested that Lender: (a) forbear from taking any actions to collect the amounts due under the Loan Documents, and (b) agree to the other terms and conditions set forth herein. The Lender is










willing to agree to the Borrower92s request on the condition that the Borrower fully and faithfully perform its obligations under the Loan Documents, including but not limited to, the Credit Agreement, as amended.





1.6 The Forbearance Agreement . At Borrower92s request, Borrower and Lender entered into that certain Forbearance Agreement dated November 6, 2001 (the "Forbearance Agreement") whereby the Lender agreed to forbear from exercising certain of its rights and remedies under the Loan Documents for a period ending on December 20, 2001 in reliance upon the covenants, representations, and warranties of Borrower contained in the Forbearance Agreement.





1.7 The Amended &Restated Forbearance Agreement . At Borrower92s request, Borrower and Lender entered into that certain Amended and Restated Forbearance Agreement dated December 20, 2001 (the "A&R Forbearance Agreement") whereby the Lender agreed to forbear from exercising certain of its rights and remedies under the Loan Documents for a period ending on February 18, 2002 in reliance upon the covenants, representations, and warranties of Borrower contained in the A&R Forbearance Agreement. The A&R Forbearance Agreement amended and restated the terms and provisions of the Forbearance Agreement.



1.8 The Second Amended & Restated Forbearance Agreement . At Borrower92s request, Borrower and Lender entered into that certain Second Amended and Restated Forbearance Agreement dated February 18, 2002 (the "Second A&R Forbearance Agreement") whereby the Lender agreed to forbear from exercising certain of its rights and remedies under the Loan Documents for a period ending on September 15, 2002 in reliance upon the covenants, representations, and warranties of Borrower contained in the Second A&R Forbearance Agreement. The Second A&R Forbearance Agreement amended and restated the A & R Forbearance Agreement. This Agreement is intended to amend and restate the terms and provisions of the Second A&R Forbearance Agreement.



1.9 Borrower92s Request . Borrower continues to be in default in the payment and/or performance of the Note and other Loan Documents. Borrower acknowledges that the indebtedness evidenced by the Note is due and owing to the Lender without right of setoff, and such indebtedness has not been paid in accordance with the terms of the Loan Documents. Borrower has requested that the Lender forebear from exercising its rights and remedies under the Loan Documents for a period of time as specified herein in reliance upon the covenants, representations, and warranties of Borrower and for other good and valuable consideration.





The term "Loan Documents"shall include the Credit Agreement, the Note, the First Amendment, the Second Amendment, the Credit Card Balance, the Forbearance Agreement, the A&R Forbearance Agreement, the Second A&R Forbearance Agreement, this Agreement and all guaranties and other writings, documents,





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instruments, security agreements contemplated herein or therein, respectively. The term "Obligations" shall include the Note, the Credit Card Balance and all other obligations pursuant to which Borrower or any guarantor may owe performance or payment to Lender. The term "Indebtedness" shall include the Note, the Credit Card Balance and all other indebtedness owing from Borrower or any guarantor to Lender.



2. Acknowledgment of Amounts Due and Maturity Date . Lender and Borrower acknowledge that as of the beginning of business on October 15, 2002, the outstanding balance in respect of the Indebtedness was as follows:



Principal Accrued and Unpaid Interest

Note: $ 1,655,656.25 $ 7,848.12

Credit Card Balance: $ 140,722.61





Subject to Section 20 hereof, Borrower waives any and all rights to notice of payment default or any other default, protest and notice of protest, dishonor, diligence in collecting and the bringing of suit against any party, notice of intention to accelerate, notice of acceleration, demand for payment and other notices whatsoever regarding the Credit Agreement, as amended, the Indebtedness, or any other Loan Documents, and further waives any claims that any notices previously given are insufficient for any reason. Borrower further agrees that the Indebtedness set forth above is presently due and payable in full to Lender without discount or offset, and any claims or defenses thereto are waived and released herein.



3. No Further Advances . Borrower acknowledges and agrees that it shall not be entitled to, nor shall Borrower request, any additional advances under the Credit Agreement, the Note, or any other Loan Documents. Furthermore, Borrower shall not request nor shall Lender be obligated to issue any further or additional letters of credit.





4. No Waiver . The execution, delivery and performance of this Agreement by Lender and the acceptance by Lender of performance of Borrower hereunder (a) shall not constitute a waiver or release by Lender of any default that may now or hereafter exist under the Loan Documents, (b) shall not constitute a novation of the Loan Documents as it is the intent of the parties to modify the Loan Documents as expressly set out herein, and (c) except as expressly provided in this Agreement, shall be without prejudice to, and is not a waiver or release of, Lender92s rights at any time in the future to exercise any and all rights conferred upon Lender by the Loan Documents or otherwise at law or in equity, including but not limited to the right to accelerate the Indebtedness, if not already accelerated, and to institute collection proceedings against Borrower and/or any right against any other person or entity not a party to this Agreement. Similarly, the execution, delivery, and performance of this Agreement by Borrower and the acceptance by Borrower of the performance by Lender hereunder shall not, subject to the express provisions of this Agreement, constitute a waiver or release of any of Borrower92s rights under the Loan Documents; provided, however, that Borrower waives any and all claims now or hereafter





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arising from or related to any delay by Lender in exercising any rights or remedies under the Loan Documents, including, without limitation, any delay in foreclosing on any collateral securing the Indebtedness.



5. Forbearance . So long as this Agreement is not terminated as provided herein, the Lender agrees not to foreclose or attempt to foreclose any collateral securing the Indebtedness, institute suit for collection of the Indebtedness against Borrower or any guarantor, or exercise any other remedies available to it under the Loan Documents or under applicable law for a period of time commencing on the date hereof and extending through and including January 31, 2003 at 5:00 p.m. (the "Forbearance Period"). Upon termination of the Forbearance Period, or otherwise under the provisions of this Agreement, or if all amounts due and owing under the Credit Agreement, the Indebtedness or other Loan Documents including, without limitation, the Second A&R Forbearance Agreement, are not paid in full on or before the expiration of the Forbearance Period, Lender may seek to foreclose upon any collateral and to exercise any other remedies to which Lender may be entitled under the Loan Documents, or applicable law to collect amounts due under the Indebtedness, the Credit Agreement or any other Loan Documents. Borrower agrees that Borrower will not during the Forbearance Period, initiate any action of any kind against Lender with respect to the Loan Documents, exercise any remedy available under the Loan Documents or otherwise, or make or suffer to exist any type of demand upon Lender with respect to the Obligations.





6. Intentionally Left Blank .





7. Interest Rate . During the Forbearance Period, all Indebtedness owed by Borrower to Lender under
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