FIRST AMENDED AND RESTATED PROMISSORY NOTE (Unsecured)

EXHIBIT 10.2

FIRST AMENDED AND RESTATED PROMISSORY NOTE
(Unsecured)

     The undersigned U.S. Medical Development, Inc., a Nevada corporation (“USMD”), promises to pay to the order of Endocare, Inc., a Delaware corporation (“Endocare” or any subsequent holder(s) hereof are referred to generically as “Holder”), at 201 Technology Drive, Irvine, CA 92618 or at such other place as the Holder may from time to time designate in writing, the principal sum of SIX MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($6,800,000.00).

     1. Interest. This promissory note shall bear interest at a rate equal to the lowest applicable federal rate in effect each month throughout the term hereof.

     2. Payments.

          (a) Subject to Section 1.2 of that certain “Partnership and Limited Liability Company Membership Interest Purchase Agreement,” dated August 12, 2002, as amended on September 30, 2002 (and as amended from time to time, the “Purchase Agreement”), USMD shall pay Holder the entire principal balance hereof plus all accrued but unpaid interest in one lump sum on March 30, 2006.

          (b) USMD shall have the right to prepay this Note at any time, in whole or in part, without premium or penalty.

     3. Event of Default.

          (a) Any one or more of the following shall constitute an “Event of Default” hereunder, if not cured within the “cure period” defined below:

          (b) The “cure period” is thirty (30) days after Endocare gives USMD written notice of a default under (a) (i) above. There is no cure period for a default under (a) (ii), (iii), or (iv).

          (c) Upon the occurrence of an Event of Default, the Holder of this Note may elect to accelerate this Note in its entirety including principal and interest then accrued, whereupon, without notice, presentation or demand, all of the same shall at once become due and payable. USMD agrees to

pay all costs of collection, including, but not limited to, reasonable attorney’s fees, professional fees, and court costs incurred by the Holder as a result of any Event of Default.

     4. Full Recourse, Unsecured Debt. Endocare shall have full recourse against USMD for repayment of all indebtedness evidenced by (or recoverable under) this Note. USMD’s obligations under this Note shall not be secured by any property of USMD and all such obligations shall be unsecured. That certain Pledge Agreement, dated as of July 15, 2002, between Endocare and USMD is hereby terminated.

     5. Reserved.

     6. Miscellaneous.

          (a) This Note is intended as a contract under and shall be construed and enforceable in accordance with the laws of the State of California.

          (b) Presentment for payment, demand, protest and notice of demand, protest and nonpayment and all other notices other than as set forth herein are hereby waived by USMD. No course of dealing between USMD and the Holder, nor delay or failure on the part of the Holder to exercise or enforce any right or remedy provided for herein or otherwise available to the Holder, including, without limitation, failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past due installment, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Holder thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise of such right of acceleration or any other right granted hereunder or by the laws of the State of California or Texas. USMD hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing.

          (c) No extension of time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note, shall operate to release, discharge, modify, change or affect the original liability of USMD under this Note, either in whole or in part unless Holder agrees otherwise in writing.

          (d) This Note may not be modified orally, but only in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

          (e) This Note may not be assigned without the written consent of Endocare.

          (f) Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.

          (g) As used herein the terms “USMD” and “Endocare” shall be deemed to include their respective heirs, successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law.

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     IN WITNESS WHEREOF, this Note is executed and delivered as of the date first above written.

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