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                                                                    Exhibit 4.02

                                 FORM OF WARRANT

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.

NO. [ ]                                               [ ] SHARES

                      WARRANT TO PURCHASE COMMON SHARES OF

                        WINDROSE MEDICAL PROPERTIES TRUST

      Subject to the terms and conditions herein set forth, Windrose Medical
Properties Trust, a Maryland Real Estate Investment Trust (the "Company"), for
value received, hereby certifies that ___________, or its permitted registered
assigns (the "Registered Holder"), is entitled, to purchase from the Company, in
whole or in part, at any time, or from time to time, during the term of this
Warrant (as set forth in Section 5 below), ________ common shares (as adjusted
from time to time pursuant to the provisions of this Warrant) of the Company
("Common Stock"), upon surrender of the Warrant at the principal office of the
Company referred to below and upon payment of the exercise price by wire
transfer to the Company or certified or cashiers check made to the order of the
Company or as otherwise provided below. The purchase price at which Common Stock
may be purchased upon exercise of this Warrant shall be $12.00 per share of
Common Stock, as adjusted pursuant to the provisions of this Warrant. The common
shares purchasable upon exercise of this Warrant and the exercise or purchase
price per share, as adjusted from time to time pursuant to the provisions of
this Warrant, are sometimes hereinafter referred to as the "Warrant Stock" and
the "Exercise Price," respectively.

      1. EXERCISE.

            (a) MANNER OF EXERCISE. This Warrant may be exercised by the
Registered Holder, in whole or in part, by surrendering this Warrant, with the
purchase/exercise form appended hereto as Exhibit A duly executed by such
Registered Holder or by such Registered Holder's duly authorized attorney, at
the principal office of the Company at 3502 Woodview Trace, Suite 210,
Indianapolis, IN 46268, facsimile number (317) 860-9190, or such other location
which shall at that time be the principal office of the Company, accompanied by
payment in full of the Exercise Price payable in respect of the number of shares
of Warrant Stock purchased upon such exercise. The Exercise Price may be paid by
cash, certified or cashiers check or by wire transfer to an account designated
in writing by the Company to the Registered Holder.

            (b) EFFECTIVE TIME OF EXERCISE. To the extent permitted by law,
each exercise of this Warrant shall be deemed to have been effected immediately
prior to the close of business on the day on which this Warrant shall have been
surrendered to the Company as provided in Section 1(a) above. At such time, the
person or persons in whose name or names


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any certificates for Warrant Stock shall be issuable upon such exercise in
accordance with Section 1(d) below shall be deemed for all purposes to have
become the holder or holders of record of the Warrant Stock represented by such
certificates.

            (c) NET ISSUE EXERCISE.

                  (i) In lieu of exercising this Warrant in the manner provided
above in Section 1(a), the Registered Holder may elect to receive shares equal
to the value of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal office of the Company together with
notice of such election on the purchase/exercise form appended hereto as Exhibit
A duly executed by such Registered Holder or such Registered Holder's duly
authorized attorney, in which event the Company shall issue to the Registered
Holder a number of shares of Common Stock computed using the following formula:

                        X =   Y (A - B)
                              ---------
                                    A

Where       X  =  The number of shares of Common Stock to be issued to the
                  Registered Holder.

            Y  =  The number of shares of Common Stock purchasable under this
                  Warrant, or if only a portion of the Warrant is being
                  exercised, the portion of the Warrant being cancelled (at the
                  date of such calculation).

            A  =  The fair market value of one share of Common Stock (at the
                  date of such calculation).

            B  =  The Exercise Price (as adjusted to the date of such
                  calculation).

                  (ii) For purposes of this Section 1(c), the fair market value
of one share of Common Stock on the date of calculation shall mean the highest
price per share which the Company could obtain on the date of calculation from a
willing buyer (not a current employee or director) for shares of Common Stock
sold by the Company, from authorized but unissued shares, as determined in good
faith by the Board of Directors, provided, however, that where there exists a
public market for the Company's Common Stock at the time of such exercise, the
fair market value per share shall be the average of the closing bid and asked
prices of the Common Stock quoted in the Over-The-Counter Market Summary or the
last reported sale price of the Common Stock or the closing price quoted on the
Nasdaq National Market or on any exchange on which the Common Stock is listed,
whichever is applicable, as published in the Western Edition of The Wall Street
Journal for the last five (5) trading days prior to the date of determination of
fair market value.

            (d) DELIVERY TO HOLDER. Subject to the provisions of Section 3(a)
below, if the Registered Holder so requests in writing at any time or from time
to time, the Company shall, upon the exercise of this Warrant in whole or in
part, immediately instruct the Company's stock transfer agent to deliver via
book entry (DTC transfer) to a stock brokerage firm designated in writing by the
Registered Holder, for such account as the Registered Holder may designate, the
shares of Warrant Stock to which the Registered Holder is entitled. Subject to
the provisions of Section 3(a) below, in the absence of a written request for
such a book entry transfer, as soon as


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practicable after the exercise of this Warrant in whole or in part, and in any
event within ten (10) days thereafter, the Company at its expense will cause to
be issued in the name of, and delivered to, the Registered Holder, or as such
Holder may direct

                  (i) a certificate or certificates for the number of shares of
Warrant Stock to which such Registered Holder shall be entitled, and

                  (ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate on the
face or faces thereof for the number of shares of Warrant Stock equal (without
giving effect to any adjustment therein) to the number of such shares called for
on the face of this Warrant minus the number of such shares purchased by the
Registered Holder upon such exercise as provided in Section 1(a) above.

The Company shall pay all issue taxes in connection with the issuance and
delivery of the Warrant Stock. All shares of Warrant Stock will, upon issuance
by the Company in accordance with the terms of this Warrant, be validly issued,
fully paid and non-assessable, and free from all taxes and liens (except for any
that may be created by the Registered Holder) with respect to the issuance
thereof.

      2. ADJUSTMENTS.

            (a) STOCK SPLITS AND DIVIDENDS. If at any time during the term of
this Warrant the number of outstanding shares of the Company's Common Stock is
increased by a stock dividend payable in shares of the Company's Common Stock
(or in options to purchase or rights to subscribe for Common Stock, or
securities that are convertible into or exchangeable for Common Stock, or
options to purchase or rights to subscribe for such convertible or exchangeable
securities (collectively, "Common Stock Rights")) or by a subdivision or
split-up of shares of Common Stock, then the Exercise Price in effect
immediately prior to such subdivision or split-up or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
split-up or immediately after the record date of such dividend be
proportionately reduced. If at any time during the term of this Warrant the
number of outstanding shares of Common Stock shall be combined into a smaller
number of shares, the Exercise Price in effect immediately prior to such
combination shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in the
Exercise Price, the number of shares of Warrant Stock purchasable upon the
exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable upon the exercise of this
Warrant immediately prior to such adjustment, multiplied by the Exercise Price
in effect immediately prior to such adjustment, by (ii) the Exercise Price in
effect immediately after such adjustment.

            (b) RECLASSIFICATION, ETC. If the Company, at any time during the
term of this Warrant, by reclassification of securities or otherwise, shall
change any of the securities as to which the purchase rights under this Warrant
apply into the same or different number of securities of any other class or
classes, this Warrant shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as the result of such
change with respect to the securities that were subject to the purchase rights
under this Warrant immediately prior to such reclassification or other change
and the Exercise Price therefor shall be appropriately adjusted, all subject to
further adjustment as provided in Section 2(a); and in each


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such case, the terms of this Section 2 shall be applicable to the shares of
stock or other securities properly receivable upon the exercise of this Warrant
after such consummation.

            (c) MERGER, SALE OF ASSETS, ETC. If, at any time while this Warrant,
or any portion hereof, remains outstanding and unexpired there shall be (i) a
reorganization (other than a combination, reclassification or subdivision of
shares otherwise provided for herein, (ii) a merger or consolidation of the
Company with or into another corporation in which the Company is not the
surviving entity, or a reverse triangular merger in which the Company is the
surviving entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash or otherwise, or (iii) a sale
or transfer of the Company's properties and assets, as, or substantially as, an
entirety to any other person, then, as part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so that the
holder of this Warrant shall thereafter be entitled to receive upon exercise of
this Warrant, during the period specified herein and upon payment of the
Exercise Price then in effect, the number of shares of stock or other securities
or property of the successor corporation resulting from such reorganization,
merger, consolidation, sale or transfer that a holder of the shares deliverable
upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in Section 2(a); and in
such case the terms of this Section 2 shall be applicable to the shares of stock
or other securities properly receivable upon exercise of this warrant after such
consummation.

            (d) ADJUSTMENT CERTIFICATE. When any adjustment is required to be
made in the Warrant Stock or the Exercise Price pursuant to this Section 2, the
Company shall promptly, but in no event more than five (5) business days after
the occurrence of the event triggering the requirement of an adjustment, mail to
the Registered Holder at the address on the signature page of this Warrant (or
the most recent address provided in writing by the Registered Holder to the
Company) a certificate setting forth (i) a brief statement of the facts
requiring such adjustment, (ii) the Exercise Price after such adjustment and
(iii) the kind and amount of stock or other securities or property into which
this Warrant shall be exercisable after such adjustment.

      3. TRANSFERS.

             (a) UNREGISTERED SECURITY. Each holder of this Warrant acknowledges
that this Warrant and the Warrant Stock have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and agrees not to
sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this
Warrant without the prior written consent of the Company, which shall not be
unreasonably withheld or delayed, except that no consent shall be needed to
transfer this Warrant to one or more "affiliates" of or persons "affiliated"
with the Registered Holder who represents to the Company in writing that such
affiliate is an "accredited investor" as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act, provided that if the Company has a
reasonable basis to doubt the accuracy or truthfulness of this representation,
it may by notice promptly (but not more than 10 days after the Company's receipt
of the representation) given to the Registered Holder or the relevant affiliate
require additional reasonable evidence as to the status of the affiliate or
affiliated person as an accredited investor. For the purposes of this Warrant,
an "affiliate" or person "affiliated" with a specific person, is a person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under


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common control with the person specified, and in the case of a limited liability
company shall also include the members of the limited liability company.

            Each holder of this Warrant further agrees not to sell, pledge,
distribute, offer for sale, transfer or otherwise dispose of this Warrant or any
Warrant Stock issued upon its exercise in the absence of (i) an effective
registration statement under the Act as to this Warrant or such Warrant Stock
and registration or qualification of this Warrant or such Warrant Stock under
any applicable U.S. federal or state securities law then in effect or (ii) an
opinion of counsel, in a form reasonably satisfactory to the Company, that such
registration and qualification are not required. Each certificate or other
instrument for Warrant Stock issued upon the exercise of this Warrant shall bear
a legend substantially to the foregoing effect.

            (b) TRANSFERABILITY. Upon any transfer of this Warrant as permitted
hereunder, the Company will, at its expense, promptly issue to the transferee
(and to the transferor, in the case of a transfer of the Warrant in part) a new
Warrant (showing in each case the name of the appropriate Registered Holder on
the face of each new Warrant) for the number of shares of Warrant Stock as to
which the Warrant was transferred (or in the case of the transferor, retained).

            (c) WARRANT REGISTER. The Company will maintain a register
containing the names and addresses of the Registered Holders of this Warrant.
Until any transfer of this Warrant is made in the warrant register, the Company
may treat the Registered Holder of this Warrant as the absolute owner hereof for
all purposes; provided, however, that if this Warrant is properly assigned in
blank, the Company may (but shall not be required to) treat the bearer hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary. Any Registered Holder may change such Registered Holder's address as
shown on the warrant register by written notice to the Company requesting such
change.

      4. NO STOCKHOLDER RIGHTS. This Warrant shall not entitle its holder to any
of the rights of a stockholder of the Company nor shall it impose any
liabilities on the holder to purchase any securities whether such liabilities
are asserted by the Company or by creditors or stockholders of the Company or
otherwise.

      5. TERM OF WARRANT. Subject to the terms and conditions set forth herein,
this Warrant shall be exercisable in whole or in part, at any time, or from time
to time, during the term commencing on the closing of the sale and issuance of
Common Stock of the Company in the Company's initial public offering pursuant to
an effective registration statement under the Securities Act of 1933, as amended
(the "IPO Closing") and ending at 5:00 p.m., Eastern Standard Time on the second
anniversary of such closing.

      6. NOTICES OF CERTAIN TRANSACTIONS. In case:

            (a) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution (other than a normal cash dividend), or to
receive any right to subscribe for or purchase any shares of stock of any class
or any other securities, or to receive any other right, to subscribe for or
purchase any shares of stock of any class or any other securities, or to receive
any other right, or


                                      -5-
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            (b) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company, any consolidation or merger of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the surviving entity), or any transfer of all or substantially all of the
assets of the Company, or

            (c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up) are to be determined.
Such notice shall be mailed at least ten (10) days prior to the record date or
effective date for the event specified in such notice.

      7. RESERVATION OF STOCK. The Company will at all times reserve and keep
available, solely for the issuance and delivery upon the exercise of this
Warrant, such shares of Warrant Stock and other stock, securities and property,
as from time to time shall be issuable upon the exercise of this Warrant.

      8. REGISTRATION. The Company grants to the Registered Holder registration
rights with respect to the Warrant Stock as follows:

            8.1 If at any time after the IPO Closing the Company files a
registration statement with the Securities and Exchange Commission (the
"Commission") providing for the registration of any of the Common Stock for sale
or resale to the public for the account of one or more security holders, the
Company (i) will promptly give the Registered Holder written notice thereof, and
(ii) will include in such registration statement at no charge to the Registered
Holder the registration of the Warrant Stock for resale by the Registered Holder
to the public. The Registered Holder will cooperate with the Company to provide
the Company and its counsel or accountants such information respecting the
Registered Holder as may be required to be included in the registration
statement.

            8.2 In any event, if a registration statement covering the Warrant
Stock shall not otherwise have been filed by the Company with the Commission,
then the Company will, within twelve months after the IPO Closing, cause such a
registration statement (covering the Warrant Stock) to be filed with the
Commission and use its best efforts to cause such registration statement to
become effective.

            8.3 The Company shall keep any registration statement under this
Section 8, as well as each and any state securities registration or
qualification under this Section 8, effective until the earlier of (i) all the
Warrant Stock has been resold by the Registered Holder or (ii) all the Warrant
Stock may immediately be sold by the Registered Holder during any ninety (90)
day


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period in accordance with Rule 144 promulgated under the Securities Act or in
accordance with any similar successor provision.

      9. PAYMENT OF TAXES. The Company shall pay all documentary stamp taxes
attributable to the initial issuance of Warrant Stock upon any full or partial
exercise of this Warrant, provided, however, that the holder shall be required
to pay any and all taxes that may be payable in respect of any transfer involved
in the issuance of any certificate in a name other than that of the Registered
Holder of the Warrant as reflected on the books and records of the Company.

      10. EXCHANGE OF WARRANTS. Upon the surrender by the Registered Holder of
any Warrant, properly endorsed, to the Company at the principal office of the
Company, the Company will, subject to the provisions of Section 3 hereof, issue
and deliver to or upon the order of such Holder, at the Company's expense, a new
Warrant of like tenor, in the name of such Registered Holder or as such
Registered Holder (upon payment by such Registered Holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant or Warrants so surrendered.

      11. REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company, at the Registered Holder's expense,
will issue, in lieu thereof, a new Warrant of like tenor.

      12. NOTICES. Any notice required or permitted by this Warrant shall be in
writing and shall be deemed sufficient upon receipt, when delivered personally
or by courier, overnight delivery service or confirmed facsimile, or forty-eight
(48) hours after being deposited in the regular mail as certified or registered
mail (airmail if sent internationally) with postage prepaid, addressed (a) if to
the Registered Holder, to the address of the Registered Holder set forth on the
signature page hereof or most recently furnished in writing by the Registered
Holder to the Company and (b) if to the Company, to the address set forth below
on the signature page hereof or most recently furnished in writing by the
Company to the Registered Holder.

      13. NO RIGHTS AS SHAREHOLDER. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a shareholder of the Company.

      14. NO FRACTIONAL SHARES. No fractional shares of Common Stock will be
issued in connection with any exercise hereunder. In lieu of any fractional
shares which would otherwise be issuable, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Common Stock on the date of exercise, as determined in good faith by the
Company's Board of Directors.

      15. AMENDMENT OR WAIVER. Any term of this Warrant may be amended or waived
only by an instrument in writing signed by the party against which enforcement
of the amendment or waiver is sought.


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      16. HEADINGS. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

      17. GOVERNING LAW. This Warrant shall be governed, construed and
interpreted in accordance with the laws of the State of Maryland, without giving
effect to principles of conflicts of law.

      18. SEVERABILITY. If any provision of this Warrant is held unenforceable
by a court of competent jurisdiction, it shall be severed from this Warrant and
the other provisions of this Warrant shall remain in effect. The parties shall
promptly incorporate into the Warrant a provision which they in good faith
believe is enforceable and which as nearly as possible gives effect to the
intent reflected by the severed provision.

      19. ATTORNEY FEES. If any action is brought by the Registered Holder
against the Company to enforce the Company's obligations and/or the Registered
Holder's rights under this Warrant, the prevailing party in such action shall be
entitled to recover from the losing party all fees, costs and expenses of
enforcing any right of such prevailing party under or with respect to this
Warrant, including without limitation, such reasonable fees and expenses of
attorneys, which shall include, without limitation, all fees, costs and expenses
of appeals.

                            [Signature Page Follows]


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      IN WITNESS WHEREOF, the Company has caused its duly authorized
representative to execute and deliver this Warrant as of the 30th day of August,
2002.

                                    WINDROSE MEDICAL PROPERTIES TRUST

                                    By:
                                        --------------------------------
                                    Name: Daniel R. Loftus
                                    Title: Secretary and General Counsel

                                    Address: c/o Fredrick L. Farrar
                                                 3502 Woodview Trace
                                                 Suite 210
                                                 Indianapolis, Indiana 46268

                                    Fax Number:  317-860-9190

Agreed and Accepted:

REGISTERED HOLDER


--------------------

By:
      ------------------------------
Name: [ ]
Title: [ ]
Address: [ ]



Fax Number: [ ]


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