LINE OF CREDIT AGREEMENT



BANK ONE, MICHIGAN (the "Bank"), whose address is 611 Woodward Avenue, Detroit,

Michigan 48226-3947, has approved the credit facilities listed below

(collectively, the "Credit Facilities," and, individually, as designated below)

to American Medical Technologies, Inc. (the "Borrower"), whose address is 5555

Bear Lane, Corpus Christi, Texas 78401 subject to the terms and conditions set

forth in this agreement.



1.0      CREDIT FACILITIES.



         1.1  FACILITY A. The Bank has approved a credit facility to the

              Borrower in the principal sum not to exceed $7,500,000.00 in the

              aggregate at any one time outstanding ("Facility A"). Credit under

              Facility A shall be in the form of disbursements evidenced by

              credits to the Borrower's account and shall be repayable as set

              forth in a Revolving Business Credit Note executed concurrently

              (referred to in this agreement both singularly and together with

              any other promissory notes referenced in this Section 1 as the

              "Notes"). The proceeds of Facility A shall be used for the

              following purpose: working capital. Facility A shall expire

              September 30, 2002 unless earlier withdrawn.



              The Bank agrees to review Facility A on or before September 30 of

              each year to determine whether it desires to extend Facility A for

              an additional year. The performance of the review will not

              obligate the Bank to grant any extension. Such an extension will

              take place at the Bank's sole discretion and may be conditioned

              upon any changes in the terms of Facility A which the Bank may

              require at its sole discretion.



         1.2  FACILITY B (PURCHASE MONEY TERM LOANS AND/OR LEASES). The Bank has

              approved a credit facility to the Borrower in the principal sum

              not to exceed $250,000.00 in the aggregate at any one time

              outstanding ("Facility B"). Facility B shall be in the form of

              loans evidenced by the Borrower's notes on the Bank's form

              (referred to in this agreement both singularly and together with

              any other promissory notes referenced in this Section 1 as the

              "Notes") or lease agreements on the Bank's standard lease form

              (referred to in this agreement as the "Leases"), the proceeds of

              which shall be used to purchase the following equipment - such

              equipment as is required in the normal course of business.

              Interest on each loan shall accrue at a rate to be agreed upon by

              the Bank and the Borrower at the time the loan is made. Rent under

              any Lease shall be in an amount to be negotiated by the Borrower

              and the Bank prior to funding of the Lease. The maturity of each

              note or the term of any Lease shall not exceed 60 months from the

              note date or lease commencement date. Notwithstanding the

              aggregate amount of Facility B stated above, the original

              principal amount of each loan shall not exceed the lesser of 80%

              of the cost of the equipment purchased with loan proceeds or

              $250,000.00, and the amount funded under each Lease shall not

              exceed the cost of the equipment. Facility B shall expire on

              September 30, 2001 unless earlier withdrawn.



2.0      CONDITIONS PRECEDENT.



         2.1  CONDITIONS PRECEDENT TO INITIAL EXTENSION OF CREDIT. Before the

              first extension of credit under this agreement, whether by

              disbursement of a loan, issuance of a letter of credit, the

              funding of a Lease or otherwise, the Borrower shall deliver to the

              Bank, in form and substance satisfactory to the Bank:



              A.  LOAN DOCUMENTS. The Notes, and if applicable, the Leases, the

                  letter of credit applications, the security agreement,

                  financing statements, mortgage, guaranties, subordination

                  agreements and any other loan documents which the Bank may

                  reasonably require to give effect to the transactions

                  described by this agreement;



              B.  EVIDENCE OF DUE ORGANIZATION AND GOOD STANDING. Evidence

                  satisfactory to the Bank of the due organization and good

                  standing of the Borrower and every other business entity that

                  is a party to this agreement or any other loan document

                  required by this agreement;



              C.  EVIDENCE OF AUTHORITY TO ENTER INTO LOAN DOCUMENTS. Evidence

                  satisfactory to the Bank that (i) each party to this agreement

                  and any other loan document required by this agreement is

                  authorized to enter into the transactions described by this

                  agreement and the other loan documents, and (ii) the person

                  signing on behalf of each party is authorized to do so; and









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         2.2  CONDITIONS PRECEDENT TO EACH EXTENSION OF CREDIT. Before any

              extension of credit under this agreement, whether by disbursement

              of a loan, issuance of a letter of credit, the funding of a Lease

              or otherwise, the following conditions shall have been satisfied:

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