Exhibit 10.2

           THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
                   EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
                 TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT
           -----------------------------------------------------------

Warrant No. [   ]                                Number of Shares: [           ]
                                                         (subject to adjustment)
Date of Issuance: [           ], 2005

Original Issue Date (as defined in
subsection 2(a)): [           ], 2005

                           CHINDEX INTERNATIONAL, INC.

                          COMMON STOCK PURCHASE WARRANT

                             (VOID AFTER [           ], 2010)

      Chindex International,  Inc., a Delaware corporation (the "Company"),  for
value  received,  hereby  certifies  that [ ], or its  registered  assigns  (the
"Registered Holder"), is entitled, subject to the terms and conditions set forth
below,  to  purchase  from the  Company,  at any time or from time to time on or
after the date of issuance  and on or before  5:00 p.m.  (New York time) on [ ],
2010,  [ ] shares of Common  Stock,  $0.01 par value per share,  of the  Company
("Common Stock"), at a purchase price of $9.10 per share. The shares purchasable
upon  exercise  of this  Warrant,  and the  purchase  price per  share,  each as
adjusted  from time to time  pursuant to the  provisions  of this  Warrant,  are
hereinafter  referred  to as the  "Warrant  Shares"  and the  "Purchase  Price,"
respectively.  This Warrant is one of a series of Warrants issued by the Company
in connection with a private placement of Common Stock and of like tenor, except
as to the number of shares of Common Stock subject  thereto  (collectively,  the
"Company Warrants").

      1. EXERCISE.

            (a) EXERCISE  FOR CASH.  The  Registered  Holder may, at its option,
elect to exercise this Warrant, in whole or in part and at any time or from time
to time after the six-month anniversary of the date hereof, by surrendering this
Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by or
on behalf of the Registered  Holder, at the principal office of the Company,  or
at such other  office or agency as the Company  may  designate,  accompanied  by
payment in full,  in lawful money of the United  States,  of the Purchase  Price
payable in respect of the number of Warrant Shares purchased upon such exercise.
A facsimile  signature of the  Registered  Holder on the purchase  form shall be
sufficient  for purposes of exercising  this Warrant,  provided that the Company
receives the Registered Holder's original signature with three (3) business days
thereafter.

<PAGE>

      (1) CASHLESS EXERCISE.

            (a) At any  time  during  a  period  when  the  Warrant  Shares  are
exercisable   hereunder  and  are  not  registered   pursuant  to  an  effective
registration  statement filed with the Securities and Exchange  Commission,  the
Registered Holder may, at its option,  elect to exercise this Warrant,  in whole
or in part, on a cashless basis, by surrendering this Warrant, with the purchase
form  appended  hereto  as  EXHIBIT  I  duly  executed  by or on  behalf  of the
Registered  Holder,  at the  principal  office of the Company,  or at such other
office or agency as the Company may  designate,  by  canceling a portion of this
Warrant  in payment of the  Purchase  Price  payable in respect of the number of
Warrant  Shares  purchased  upon  such  exercise.  In the  event of an  exercise
pursuant to this  subsection  1(b),  the number of Warrant  Shares issued to the
Registered Holder shall be determined according to the following formula:

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

Where:  X =             the number of Warrant Shares that shall be issued to
                        the Registered Holder;

       Y =              the number of Warrant Shares for which this Warrant
                        is being exercised (which shall include both the
                        number of Warrant Shares issued to the Registered
                        Holder and the number of Warrant Shares subject to
                        the portion of the Warrant being cancelled in payment
                        of the Purchase Price);

       A =              the Fair Market Value (as defined below) of one share
                        of Common Stock; and

       B =              the Purchase Price then in effect.

            (b) The Fair  Market  Value  per  share  of  Common  Stock  shall be
determined as follows:

            (i) If the Common Stock is listed on a national securities exchange,
      the Nasdaq National Market or another nationally recognized trading system
      as of the Exercise  Date,  the Fair Market Value per share of Common Stock
      shall be deemed to be the average of the high and low reported sale prices
      per share of Common Stock thereon on the trading day immediately preceding
      the Exercise Date  (PROVIDED that if no such price -------- is reported on
      such  day,  the Fair  Market  Value per  share of  Common  Stock  shall be
      determined pursuant to clause (2) below).

            (ii) If the  Common  Stock is not  listed on a  national  securities
      exchange,  the Nasdaq  National  Market or another  nationally  recognized
      trading system as of the Exercise Date, the Fair Market Value per share of
      Common Stock shall be deemed to be the amount most recently  determined by
      the Board of Directors of the Company (the  "Board") to represent the fair
      market value per share of the Common Stock (including without limitation a
      determination  for purposes of granting  Common  Stock  options or issuing

<PAGE>

      Common Stock under any plan,  agreement or  arrangement  with employees of
      the Company);  and, upon request of the Registered Holder, the Board (or a
      representative  thereof) shall, as promptly as reasonably  practicable but
      in any  event  not later  than 10 days  after  such  request,  notify  the
      Registered  Holder of the Fair Market  Value per share of Common Stock and
      furnish the Registered Holder with reasonable documentation of the Board's
      determination of such Fair Market Value. Notwithstanding the foregoing, if
      the Board has not made such a determination  within the three-month period
      prior to the  Exercise  Date,  then (A) the Board  shall  make,  and shall
      provide or cause to be  provided  to the  Registered  Holder  notice of, a
      determination  of the Fair  Market  Value  per share of the  Common  Stock
      within 15 days of a request by the  Registered  Holder  that it do so, and
      (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be
      delayed until such determination is made and notice thereof is provided to
      the Registered Holder.

            (b) EXERCISE DATE.  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
subsection 1(a) or 1(b) above (the "Exercise Date"). At such time, the person or
persons in whose name or names any  certificates  for  Warrant  Shares  shall be
issuable upon such exercise as provided in subsection 1(d) below shall be deemed
to have become the holder or holders of record of the Warrant Shares represented
by such certificates.

            (c)  ISSUANCE  OF  CERTIFICATES.  As soon as  practicable  after the
exercise of this  Warrant in whole or in part,  and in any event  within 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 the  Registered  Holder (upon
payment by the Registered Holder of any applicable transfer taxes) may direct:

                  (i) a  certificate  or  certificates  for the  number  of full
Warrant  Shares to which  the  Registered  Holder  shall be  entitled  upon such
exercise  plus, in lieu of any fractional  share to which the Registered  Holder
would otherwise be entitled,  cash in an amount determined pursuant to Section 3
hereof; 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 Warrant  Shares 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 Warrant  Shares for which this Warrant
was so exercised (which, in the case of an exercise pursuant to subsection 1(b),
shall include both the number of Warrant Shares issued to the Registered  Holder
pursuant to such partial  exercise and the number of Warrant  Shares  subject to
the portion of the Warrant being cancelled in payment of the Purchase Price).

      2. ADJUSTMENTS.

      (2) ADJUSTMENTS TO PURCHASE PRICE FOR DILUTING ISSUES.

            (a)  SPECIAL  DEFINITIONS.  For  purposes  of this  Section  2,  the
following definitions shall apply:

<PAGE>

            (i)  "OPTION"  shall mean  rights,  options or warrants to subscribe
      for, purchase or otherwise acquire Common Stock or Convertible Securities.

            (ii) "ORIGINAL ISSUE DATE" shall mean the date on which this Warrant
      was first issued (or, if this Warrant was issued upon partial exercise of,
      or in  replacement  of,  another  warrant of like tenor,  then the date on
      which such original warrant was first issued).

            (iii)   "CONVERTIBLE   SECURITIES"   shall  mean  any  evidences  of
      indebtedness,   shares  or  other   securities   directly  or   indirectly
      convertible into or exchangeable for Common Stock, but excluding Options.

            (iv)  "ADDITIONAL  SHARES OF COMMON  STOCK" shall mean all shares of
      Common Stock issued (or, pursuant to subsection  2(c)(i) below,  deemed to
      be issued) by the  Company  after the  Original  Issue  Date,  other than:
      shares of Common Stock issued or issuable  upon  conversion or exchange of
      any Convertible  Securities or exercise of any Options  outstanding on the
      Original  Issue Date;  shares of Common Stock issued or issuable by reason
      of a dividend,  stock split,  split-up or other  distribution on shares of
      Common Stock that is covered by subsection  2(g) or 2(h) below;  or shares
      of Common Stock (or Options with  respect  thereto)  issued or issuable to
      employees or directors  of, or  consultants  to, the Company or any of its
      subsidiaries  pursuant to a plan, agreement or arrangement approved by the
      Board of Directors of the Company (the "Board").

            (b) NO ADJUSTMENT OF PURCHASE  PRICE.  No adjustment to the Purchase
Price shall be made as the result of the issuance of Additional Shares of Common
Stock if the consideration  per share  (determined  pursuant to subsection 2(e))
for such  Additional  Share of Common Stock issued or deemed to be issued by the
Company is equal to or greater  than the  Purchase  Price in effect  immediately
prior to the  issuance or deemed  issuance of such  Additional  Shares of Common
Stock.

            (c) ISSUE OF SECURITIES  DEEMED ISSUE OF ADDITIONAL SHARES OF COMMON
Stock.

            (i) If the  Company  at any  time or from  time  to time  after  the
      Original  Issue Date shall  issue any  Options or  Convertible  Securities
      (excluding  Options  or  Convertible   Securities  which,  upon  exercise,
      conversion  or  exchange  thereof,  would  entitle  the holder  thereof to
      receive  shares of Common Stock which are  specifically  excepted from the
      definition  of Additional  Shares of Common Stock by  subsection  2(a)(iv)
      above) or shall fix a record date for the  determination of holders of any
      class of  securities  entitled to receive any such Options or  Convertible
      Securities,  then the  maximum  number of  shares of Common  Stock (as set
      forth in the instrument  relating  thereto without regard to any provision
      contained  therein for a subsequent  adjustment  of such number)  issuable
      upon  the  exercise  of  such  Options  or,  in the  case  of  Convertible
      Securities  and  Options  therefor,  the  conversion  or  exchange of such
      Convertible Securities,  shall be deemed to be Additional Shares of Common
      Stock  issued as of the time of such issue or, in case such a record  date
      shall have been fixed, as of the close of business on such record date.

            (ii)  If the  terms  of any  Option  or  Convertible  Security,  the
      issuance of which resulted in an adjustment to the Purchase Price pursuant

<PAGE>

      to the terms of subsection 2(d) below,  are revised (either  automatically
      pursuant the provisions  contained  therein or as a result of an amendment
      to such  terms) to provide  for either (1) any  increase  in the number of
      shares of Common Stock issuable upon the exercise,  conversion or exchange
      of any such  Option or  Convertible  Security  or (2) any  decrease in the
      consideration  payable to the Company upon such  exercise,  conversion  or
      exchange,   then,  effective  upon  such  increase  or  decrease  becoming
      effective,  the Purchase  Price  computed upon the original  issue of such
      Option or  Convertible  Security (or upon the  occurrence of a record date
      with respect  thereto) shall be readjusted to such Purchase Price as would
      have obtained had such revised terms been in effect upon the original date
      of issuance of such Option or Convertible  Security.  Notwithstanding  the
      foregoing,  no  adjustment  pursuant  to this  clause  (ii) shall have the
      effect of  increasing  the Purchase  Price to an amount which  exceeds the
      lower of (A) the Purchase  Price on the original  adjustment  date, or (B)
      the  Purchase  Price  that  would  have  resulted  from any  issuances  of
      Additional Shares of Common Stock between the original adjustment date and
      such readjustment date.

            (iii) If the terms of any Option or Convertible  Security (excluding
      Options or Convertible  Securities  which,  upon  exercise,  conversion or
      exchange  thereof,  would entitle the holder  thereof to receive shares of
      Common  Stock  which are  specifically  excepted  from the  definition  of
      Additional  Shares of Common  Stock by  subsection  2(a)(iv)  above),  the
      issuance of which did not result in an  adjustment  to the Purchase  Price
      pursuant  to the  terms of  subsection  2(d)  below  (either  because  the
      consideration per share (determined pursuant to subsection  2(e)hereof) of
      the  Additional  Shares of Common  Stock  subject  thereto was equal to or
      greater than the Purchase Price then in effect,  or because such Option or
      Convertible  Security  was issued  before the Original  Issue  Date),  are
      revised after the Original Issue Date (either  automatically  pursuant the
      provisions contained therein or as a result of an amendment to such terms)
      to provide  for either (1) any  increase in the number of shares of Common
      Stock  issuable  upon the  exercise,  conversion  or  exchange of any such
      Option or  Convertible  Security or (2) any decrease in the  consideration
      payable to the Company upon such  exercise,  conversion or exchange,  then
      such Option or  Convertible  Security,  as so amended,  and the Additional
      Shares of Common Stock subject thereto  (determined in the manner provided
      in  subsection  2(c)(ii)  above)  shall  be  deemed  to have  been  issued
      effective upon such increase or decrease becoming effective.

            (iv) Upon the expiration or termination of any unexercised Option or
      unconverted  or unexchanged  (as  applicable)  Convertible  Security which
      resulted  (either  upon its  original  issuance  or upon a revision of its
      terms) in an  adjustment  to the Purchase  Price  pursuant to the terms of
      subsection 2(d) below, the Purchase Price shall not be readjusted.

            (v) No adjustment in the Purchase Price shall be made upon the issue
      of shares of Common Stock or Convertible  Securities  upon the exercise of
      Options  or the issue of shares of Common  Stock  upon the  conversion  or
      exchange of Convertible Securities.

            (d) ADJUSTMENT OF PURCHASE PRICE UPON ISSUANCE OF ADDITIONAL  SHARES
OF COMMON  STOCK.  In the event the Company shall at any time after the Original

<PAGE>

Issue Date issue Additional Shares of Common Stock (including  Additional Shares
of Common Stock deemed to be issued  pursuant to  subsection  2(c)(i)),  without
consideration  or for a consideration  per share less than the Purchase Price in
effect  immediately  prior to such  issue,  then  the  Purchase  Price  shall be
reduced,  concurrently  with such issue,  to a price  (calculated to the nearest
cent)  determined  by  multiplying  such Purchase  Price by a fraction,  (A) the
numerator of which shall be (1) the number of shares of Common Stock outstanding
immediately  prior to such issue  plus (2) the number of shares of Common  Stock
which the aggregate  consideration received or to be received by the Company for
the total number of Additional  Shares of Common Stock so issued would  purchase
at such Purchase Price;  and (B) the denominator of which shall be the number of
shares of Common  Stock  outstanding  immediately  prior to such  issue plus the
number of such Additional  Shares of Common Stock so issued;  PROVIDED that, (i)
for the purpose of this  subsection  2(d),  all shares of Common Stock  issuable
upon conversion or exchange of Convertible  Securities  outstanding  immediately
prior to such issue  shall be deemed to be  outstanding,  and (ii) the number of
shares of Common  Stock  deemed  issuable  upon  conversion  or exchange of such
outstanding  Convertible Securities shall be determined without giving effect to
any  adjustments  to the  conversion or exchange price or conversion or exchange
rate of such  Convertible  Securities  resulting from the issuance of Additional
Shares of Common Stock that is the subject of this calculation.

            (e) DETERMINATION OF CONSIDERATION.  For purposes of this subsection
2(e), the consideration  received by the Company for the issue of any Additional
Shares of Common Stock shall be computed as follows:

            (i) CASH AND  PROPERTY:  Such  consideration  shall:  insofar  as it
      consists of cash,  be computed at the  aggregate  of cash  received by the
      Company,  excluding amounts paid or payable for accrued interest;  insofar
      as it consists of property other than cash, be computed at the fair market
      value  thereof at the time of such issue,  as  determined in good faith by
      the Board; and in the event  Additional  Shares of Common Stock are issued
      together  with other shares or  securities  or other assets of the Company
      for   consideration   which  covers  both,  be  the   proportion  of  such
      consideration so received,  computed as provided herein,  as determined in
      good faith by the Board.

            (ii) OPTIONS AND CONVERTIBLE SECURITIES. The consideration per share
      received by the Company for  Additional  Shares of Common  Stock deemed to
      have been issued pursuant to subsection  2(c)(i),  relating to Options and
      Convertible Securities,  shall be determined by dividing the total amount,
      if any,  received or  receivable by the Company as  consideration  for the
      issue  of  such  Options  or  Convertible  Securities,  plus  the  minimum
      aggregate  amount  of  additional  consideration  (as  set  forth  in  the
      instruments  relating thereto,  without regard to any provision  contained
      therein for a subsequent adjustment of such consideration)  payable to the
      Company upon the exercise of such Options or the conversion or exchange of
      such  Convertible  Securities,  or in the case of Options for  Convertible
      Securities,  the exercise of such Options for  Convertible  Securities and
      the conversion or exchange of such Convertible Securities,  by the maximum
      number of shares of Common Stock (as set forth in the instruments relating
      thereto,   without  regard  to  any  provision  contained  therein  for  a
      subsequent  adjustment of such number)  issuable upon the exercise of such
      Options or the conversion or exchange of such Convertible Securities.

<PAGE>

            (f) MULTIPLE  CLOSING DATES. In the event the Company shall issue on
more than one date  Additional  Shares of Common  Stock which are  comprised  of
shares of the same  series or class of Common  Stock,  and such  issuance  dates
occur  within a period  of no more  than 120 days,  then,  upon the  final  such
issuance,  the  Purchase  Price shall be  readjusted  to give effect to all such
issuances  as if they  occurred  on the date of the  final  such  issuance  (and
without  giving effect to any  adjustments  as a result of such prior  issuances
within such period).

            (g)  ADJUSTMENT  FOR STOCK SPLITS AND  COMBINATIONS.  If the Company
shall at any time or from time to time after the  Original  Issue Date  effect a
subdivision of the outstanding  Common Stock,  the Purchase Price then in effect
immediately before that subdivision shall be proportionately  decreased.  If the
Company  shall at any time or from time to time  after the  Original  Issue Date
combine the  outstanding  shares of Common  Stock,  the  Purchase  Price then in
effect immediately  before the combination shall be  proportionately  increased.
Any  adjustment  under this  paragraph  shall  become  effective at the close of
business on the date the subdivision or combination becomes effective.

            (h) ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the event
the  Company  at any time,  or from time to time after the  Original  Issue Date
shall make or issue,  or fix a record date for the  determination  of holders of
Common Stock entitled to receive,  a dividend or other  distribution  payable in
additional  shares of Common  Stock,  then and in each such  event the  Purchase
Price then in effect  immediately before such event shall be decreased as of the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record  date,  by  multiplying  the Purchase
Price then in effect by a fraction:

                        (1) the  numerator of which shall be the total number of
shares of Common Stock issued and outstanding  immediately  prior to the time of
such issuance or the close of business on such record date, and

                        (2) the  denominator  of which shall be the total number
of shares of Common Stock issued and outstanding  immediately  prior to the time
of such issuance or the close of business on such record date plus the number of
shares of Common  Stock  issuable in payment of such  dividend or  distribution;
PROVIDED,  HOWEVER,  that if such  record  date  shall  have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed  therefor,  the Purchase  Price shall be recomputed  accordingly as of the
close of business on such record date and thereafter the Purchase Price shall be
adjusted  pursuant to this  paragraph  as of the time of actual  payment of such
dividends or distributions.

            (i) ADJUSTMENT IN NUMBER OF WARRANT  SHARES.  When any adjustment is
required to be made in the Purchase Price pursuant to subsections  2(d), 2(g) or
2(h), the number of Warrant Shares 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 Purchase Price in effect immediately prior to
such  adjustment,  by (ii) the Purchase Price in effect  immediately  after such
adjustment.

<PAGE>

            (j) ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS.  In the event
the Company at any time or from time to time after the Original Issue Date shall
make or issue, or fix a record date for the  determination  of holders of Common
Stock  entitled  to  receive,  a  dividend  or  other  distribution  payable  in
securities  of the Company  (other  than  shares of Common  Stock) or in cash or
other property (other than regular cash dividends paid out of earnings or earned
surplus,   determined  in  accordance   with   generally   accepted   accounting
principles),  then and in each such  event  provision  shall be made so that the
Registered  Holder shall receive upon exercise hereof, in addition to the number
of shares of Common Stock issuable hereunder,  the kind and amount of securities
of the Company,  cash or other property  which the Registered  Holder would have
been  entitled to receive had this  Warrant  been  exercised on the date of such
event and had the Registered Holder thereafter,  during the period from the date
of such event to and including the Exercise Date,  retained any such  securities
receivable during such period,  giving application to all adjustments called for
during  such  period  under  this  Section 2 with  respect  to the rights of the
Registered Holder.

            (k)  ADJUSTMENT  FOR  REORGANIZATION.   If  there  shall  occur  any
reorganization,  recapitalization,  reclassification,  consolidation  or  merger
involving  the Company in which the Common Stock is converted  into or exchanged
for  securities,  cash or other  property  (other than a transaction  covered by
subsections  2(d),  2(g) or  2(h))  (collectively,  a  "Reorganization"),  then,
following such Reorganization, the Registered Holder shall receive upon exercise
hereof  the kind and  amount of  securities,  cash or other  property  which the
Registered  Holder  would  have  been  entitled  to  receive  pursuant  to  such
Reorganization  if such  exercise  had  taken  place  immediately  prior to such
Reorganization. Notwithstanding the foregoing sentence, if (x) there shall occur
any  Reorganization in which the Common Stock is converted into or exchanged for
anything  other than solely equity  securities,  and (y) the common stock of the
acquiring  or  surviving  company  is  publicly  traded,  then,  as part of such
Reorganization,  (i) the  Registered  Holder shall have the right  thereafter to
receive  upon the  exercise  hereof such number of shares of common stock of the
acquiring or surviving company as is determined by multiplying (A) the number of
shares  of  Common  Stock  subject  to this  Warrant  immediately  prior to such
Reorganization  by (B) a  fraction,  the  numerator  of which is the Fair Market
Value (as defined  below) per share of Common Stock as of the effective  date of
such  Reorganization,  and the denominator of which is the fair market value per
share of common stock of the acquiring or surviving  company as of the effective
date of such  transaction,  as  determined in good faith by the Board (using the
principles set forth in subsections 2(l) and (m) to the extent applicable),  and
(ii) the exercise  price per share of common stock of the acquiring or surviving
company  shall be the  Purchase  Price  divided by the  fraction  referred to in
clause (B) above.  In any such case,  appropriate  adjustment  (as determined in
good faith by the Board) shall be made in the  application of the provisions set
forth  herein  with  respect  to the  rights  and  interests  thereafter  of the
Registered  Holder,  to the end that the  provisions set forth in this Section 2
(including  provisions  with respect to changes in and other  adjustments of the
Purchase Price) shall thereafter be applicable,  as nearly as reasonably may be,
in relation to any  securities,  cash or other property  thereafter  deliverable
upon the exercise of this Warrant.

      The Fair Market  Value per share of Common  Stock shall be  determined  as
follows:

            (l) If the Common Stock is listed on a national securities exchange,
The NASDAQ  Stock  Market,  Inc.  ("Nasdaq")  or another  nationally  recognized

<PAGE>

trading  system as of the  Exercise  Date,  the Fair  Market  Value per share of
Common  Stock  shall be deemed  to be the  reported  closing  price per share of
Common Stock thereon on the trading day immediately  preceding the Exercise Date
(PROVIDED  that if no such price is reported on such day,  the Fair Market Value
per share of Common Stock shall be determined pursuant to clause (ii)).

            (m) If the  Common  Stock is not  listed  on a  national  securities
exchange,  Nasdaq or  another  nationally  recognized  trading  system as of the
Exercise  Date,  the Fair Market Value per share of Common Stock shall be deemed
to be the amount most  recently  determined  by the Board to represent  the fair
market  value per share of the Common  Stock  (including  without  limitation  a
determination  for purposes of granting  Common Stock options or issuing  Common
Stock under any plan,  agreement or arrangement  with employees of the Company);
and,  upon  request of the  Registered  Holder,  the Board (or a  representative
thereof) shall, as promptly as reasonably practicable but in any event not later
than 10 days after such request, notify the Registered Holder of the Fair Market
Value  per  share of  Common  Stock  and  furnish  the  Registered  Holder  with
reasonable documentation of the Board's determination of such Fair Market Value.

            (n)  CERTIFICATE  AS TO  ADJUSTMENTS.  Upon the  occurrence  of each
adjustment or readjustment of the Purchase Price pursuant to this Section 2, the
Company at its expense shall,  as promptly as reasonably  practicable but in any
event not later than 10 days thereafter, compute such adjustment or readjustment
in  accordance  with the terms  hereof and  furnish to the  Registered  Holder a
certificate  setting forth such adjustment or  readjustment  (including the kind
and amount of securities, cash or other property for which this Warrant shall be
exercisable  and the Purchase  Price) and showing in detail the facts upon which
such  adjustment or  readjustment  is based.  The Company shall,  as promptly as
reasonably  practicable  after the written request at any time of the Registered
Holder (but in any event not later than 10 days thereafter), furnish or cause to
be  furnished  to the  Registered  Holder a  certificate  setting  forth (i) the
Purchase  Price then in effect and (ii) the number of shares of Common Stock and
the amount,  if any, of other  securities,  cash or property which then would be
received upon the exercise of this Warrant.

            (o)  LIMITATION  ON  ADJUSTMENTS.  Notwithstanding  anything  to the
contrary  contained herein, in no event may any adjustment to the Purchase Price
pursuant  to the  terms of  subsection  2(d)  result  in the  adjustment  of the
Purchase Price below $7.09, as adjusted for  adjustments  pursuant to subsection
2(g); provided that, for clarification of the foregoing,  the Purchase Price may
be adjusted without limitation based on the provisions of subsection 2(g).

      3. FRACTIONAL  SHARES. The Company shall not be required upon the exercise
of this Warrant to issue any fractional  shares, but shall pay the value thereof
to the Registered Holder in cash on the basis of the Fair Market Value per share
of Common Stock, as determined pursuant to subsection 2(f) above.

      4. TRANSFERS, ETC.

            (a) Notwithstanding  anything to the contrary contained herein, this
Warrant and the Warrant  Shares shall not be sold or  transferred  unless either
(i) they first shall have been  registered  under the Securities Act of 1933, as
amended  (the  "Act"),  or (ii) such sale or  transfer  shall be exempt from the
registration  requirements  of the Act and the Company shall have been furnished

<PAGE>

with an opinion of legal counsel, reasonably satisfactory to the Company, to the
effect that such sale or transfer is exempt from the  registration  requirements
of the Act. Notwithstanding the foregoing, no registration or opinion of counsel
shall be required for (i) a transfer by a  Registered  Holder which is an entity
to a wholly owned subsidiary of such entity,  a transfer by a Registered  Holder
which is a partnership to a partner of such  partnership or a retired partner of
such partnership or to the estate of any such partner or retired  partner,  or a
transfer by a Registered Holder which is a limited liability company to a member
of such limited  liability  company or a retired  member or to the estate of any
such member or retired member,  PROVIDED that the transferee in each case agrees
in writing to be subject to the terms of this Section 4, or (ii) a transfer made
in accordance with Rule 144 under the Act.

            (b) Each certificate representing Warrant Shares shall bear a legend
substantially in the following form:

            "The securities  represented  hereby have not been registered  under
            the Securities Act of 1933, as amended, or any state securities laws
            and  neither  the  securities  nor any  interest  therein may not be
            offered, sold, transferred,  pledged or otherwise disposed of except
            pursuant to an effective registration under such act or an exemption
            from  registration,  which,  in the  opinion of  counsel  reasonably
            satisfactory to counsel for this corporation, is available."

      The foregoing legend shall be removed from the  certificates  representing
any Warrant Shares,  at the request of the holder thereof,  at such time as they
become eligible for resale pursuant to Rule 144(k) under the Act or at such time
as  the  Warrant  Shares  are  sold  or  transferred  in  accordance   with  the
requirements  of a  registration  statement  of the Company on Form S-3, or such
other form as may then be in effect.

            (c) The Company  will  maintain a register  containing  the name and
address of the  Registered  Holder of this Warrant.  The  Registered  Holder may
change its  address as shown on the warrant  register  by written  notice to the
Company requesting such change.

            (d) This Warrant and all rights hereunder are transferable, in whole
or in part, upon surrender of this Warrant with a properly  executed  assignment
(in the form of EXHIBIT II hereto) at the  principal  office of the Company (or,
if another office or agency has been designated by the Company for such purpose,
then at such other office or agency).

<PAGE>

      5. NO  IMPAIRMENT.  The Company  will not, by  amendment of its charter or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Registered Holder against impairment.

      6. NOTICES OF RECORD DATE, ETC. In the event:

            (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,  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; or

            (b)  of   any   capital   reorganization   of   the   Company,   any
reclassification of the Common Stock of the Company, any consolidation or merger
of the  Company  with or into  another  corporation,  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 send or
cause to be sent to the Registered Holder a notice  specifying,  as the case may
be, (i) the record date for such dividend, distribution or right, and 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 the exercise of this
Warrant)  shall be entitled to exchange  their  shares of Common  Stock (or such
other stock or securities)  for securities or other  property  deliverable  upon
such  reorganization,   reclassification,   consolidation,   merger,   transfer,
dissolution,  liquidation or  winding-up.  Such notice shall be sent at least 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 issuance and delivery  upon the exercise of this Warrant,
such number of Warrant Shares and other  securities,  cash and/or  property,  as
from time to time shall be issuable upon the exercise of this Warrant.

      8. EXCHANGE OR REPLACEMENT OF WARRANTS.

            (a) Upon the surrender by the Registered Holder,  properly endorsed,
to the Company at the  principal  office of the Company,  the Company will issue
and  deliver to or upon the order of the  Registered  Holder,  at the  Company's
expense,  a new Warrant or Warrants of like tenor, in the name of the Registered
Holder or as the Registered Holder (upon payment by the 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 (or other  securities,
cash and/or property) then issuable upon exercise of this Warrant.

<PAGE>

            (b) 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 will issue, in lieu thereof, a new Warrant of like tenor.

      9. NOTICES.  All notices and other  communications from the Company to the
Registered  Holder  in  connection  herewith  shall be mailed  by  certified  or
registered mail, postage prepaid, or sent via a reputable  nationwide  overnight
courier  service  guaranteeing  next business day delivery,  to the address last
furnished to the Company in writing by the  Registered  Holder.  All notices and
other  communications  from the  Registered  Holder to the Company in connection
herewith shall be mailed by certified or registered mail,  postage  prepaid,  or
sent via a reputable  nationwide  overnight  courier service  guaranteeing  next
business day delivery,  to the Company at its principal  office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below,  it shall give prompt  written  notice to
the  Registered  Holder and  thereafter  all  references  in this Warrant to the
location of its principal office at the particular time shall be as so specified
in such notice.  All such notices and  communications  shall be deemed delivered
one  business  day after  being  sent via a  reputable  international  overnight
courier service guaranteeing next business day delivery.

      10. NO RIGHTS AS  STOCKHOLDER.  Until the  exercise of this  Warrant,  the
Registered  Holder shall not have or exercise  any rights by virtue  hereof as a
stockholder of the Company.  Notwithstanding the foregoing, in the event (i) the
Company effects a split of the Common Stock by means of a stock dividend and the
Purchase  Price of and the number of Warrant  Shares are adjusted as of the date
of the  distribution of the dividend (rather than as of the record date for such
dividend),  and (ii) the Registered  Holder  exercises this Warrant  between the
record date and the  distribution  date for such stock dividend,  the Registered
Holder  shall be  entitled  to  receive,  on the  distribution  date,  the stock
dividend with respect to the shares of Common Stock acquired upon such exercise,
notwithstanding  the fact that such shares were not  outstanding as of the close
of business on the record date for such stock dividend.

      11. AMENDMENT OR WAIVER. Any term of this Warrant may be amended or waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively)  with the  written  consent  of the  Company  and the  holders of
Company  Warrants  representing  at least  two-thirds of the number of shares of
Common Stock then subject to outstanding  Company Warrants.  Notwithstanding the
foregoing,  (a) this  Warrant  may be  amended  and the  observance  of any term
hereunder may be waived  without the written  consent of the  Registered  Holder
only in a manner which  applies to all Company  Warrants in the same fashion and
(b) the number of Warrant  Shares subject to this Warrant and the Purchase Price
of this Warrant may not be amended,  and the right to exercise  this Warrant may
not be waived,  without the written  consent of the Registered  Holder (it being
agreed that an amendment to or waiver under any of the  provisions  of Section 2
of this Warrant  shall not be  considered  an amendment of the number of Warrant
Shares or the Purchase  Price).  The Company shall give prompt written notice to
the  Registered  Holder of any  amendment  hereof or waiver  hereunder  that was
effected  without the Registered  Holder's  written  consent.  No waivers of any
term,  condition  or provision of this  Warrant,  in any one or more  instances,
shall be deemed to be, or construed  as, a further or  continuing  waiver of any
such term, condition or provision.

<PAGE>

      12.  SECTION  HEADINGS.  The section  headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.

      13.  GOVERNING  LAW.  This  Warrant  will be governed by and  construed in
accordance with the internal laws of the State of New York (without reference to
the conflicts of law provisions thereof).

      14.  FACSIMILE  SIGNATURES.  This  Warrant may be  executed  by  facsimile
signature.



                                * * * * * * *

<PAGE>

      EXECUTED as of the Date of Issuance indicated above.

                                    CHINDEX INTERNATIONAL, INC.


                                    By:________________________________
                                       Name:
                                       Title:



            ATTEST:

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