ex10-2



 




EXHIBIT 10.2



NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


HEARx Ltd.



WARRANT




	 	 	 
	Warrant No. 2002A-     	 	
Dated: March 29, 2002



         HEARx Ltd., a Delaware corporation (the “Company”), hereby certifies that,
for value received,             or his registered
assigns (“Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company up to a total of                        shares of common stock,
$.10 par value per share (the “Common Stock”), of the Company (each such share,
a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise
price equal to $1.15 per share (as adjusted from time to time as provided in
Section 7, the “Exercise Price”), at any time and from time to time from and
after the date hereof and through and including March 29, 2005 (the “Expiration
Date”), and subject to the following terms and conditions:


                  1. Registration of Warrant. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, and the Company shall
not be affected by notice to the contrary.



                  2. Registration of Transfers and Exchanges. Subject to compliance with
the legend set forth on the face hereof and the terms of this Section as to
transfer, the Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant, with the Form
of Assignment attached hereto duly completed and signed, to the Company at its
address for notice set forth in Section 11. Upon any such registration or
transfer, a new warrant to purchase Common Stock, in substantially the form of
this Warrant (any such

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                   new warrant, a “New Warrant”), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant evidencing the
remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance by such transferee of all of
the rights and obligations of a holder of a Warrant.



                  3. Duration and Exercise of Warrants.



                           (a) This Warrant shall be exercisable by the registered Holder on any
business day before 5:00 P.M., New York City time, at any time and from time to
time on or after the date hereof to and including the Expiration Date. At 5:00
P.M., New York City time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value.



                           (b) Upon delivery of a duly completed and signed Form of Election to
Purchase attached hereto to the Company at its address for notice set forth in
Section 11 and upon payment of the Exercise Price multiplied by the number of
Warrant Shares that the Holder intends to purchase hereunder, in the manner
provided hereunder, all as specified by the Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 5 business
days after the Date of Exercise (as defined herein)) issue or cause to be
issued and cause to be delivered to or upon the written order of the Holder and
in such name or names as the Holder may designate, a certificate for the
Warrant Shares issuable upon such exercise, which shall bear a restrictive
legend substantially similar to the legend appearing on this Warrant. Any
person so designated by the Holder to receive Warrant Shares shall be deemed to
have become holder of record of such Warrant Shares as of the Date of Exercise
of this Warrant.



                           A “Date of Exercise” means the date on which the Company shall have
received (i) the Form of Election to Purchase attached hereto (or attached to
such New Warrant) appropriately completed and duly signed, and (ii) payment in
full of the Exercise Price for the number of Warrant Shares so indicated by the
holder hereof to be purchased.



                  4. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in a name other
than that of the Holder. The Holder shall be responsible for all other tax
liability that may arise as a result of holding or transferring this Warrant or
receiving Warrant Shares upon exercise hereof.



                  5. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity,
if requested, satisfactory to it. Applicants for a New Warrant under such

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                   circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable charges as the Company may prescribe.



                  6. Reservation of Warrant Shares. The Company covenants that it will at
all times reserve and keep available out of the aggregate of its authorized but
unissued Common Stock, solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of Warrant
Shares which are then issuable and deliverable upon the exercise of this entire
Warrant, free from statutory preemptive rights (taking into account the
adjustments and restrictions of Section 7). The Company covenants that all
Warrant Shares that shall be so issuable and deliverable shall, upon issuance
and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and
nonassessable.



                  7. Certain Adjustments. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 7. Upon each such adjustment of the Exercise
Price pursuant to this Section 7, the Holder shall thereafter prior to the
Expiration Date be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of Warrant Shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting
from such adjustment.



                           (a) If the Company, at any time while this Warrant is outstanding, (i)
shall pay a stock dividend (except scheduled dividends paid on outstanding
preferred stock as of the date hereof which contain a stated dividend rate) or
otherwise make a distribution or distributions on shares of its Common Stock or
on any other class of capital stock payable in shares of Common Stock, (ii)
subdivide outstanding shares of Common Stock into a larger number of shares, or
(iii) combine outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding before such event and of which the denominator
shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding after such event. Any adjustment made pursuant to this
Section shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of
a subdivision or combination, and shall apply to successive subdivisions and
combinations.



                           (b) In case of any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is converted into other
securities, cash or property, then the Holder shall have the right thereafter
to exercise this Warrant only into the shares of stock and other securities and
property receivable upon or deemed to be held by holders of Common Stock
following such reclassification or share exchange, and the Holder shall be
entitled upon such event to receive such amount of securities or property equal
to the amount of Warrant Shares such Holder would have been entitled to had
such Holder exercised this Warrant immediately prior to such reclassification
or share exchange.



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The terms of any such reclassification or share exchange shall include
such terms so as to continue to give to the Holder the right to receive the
securities or property set forth in this Section 7(b) upon any exercise
following any such reclassification or share exchange.


                           (c) If the Company, at any time while this Warrant is outstanding, shall
distribute to all holders of Common Stock (and not to holders of this Warrant)
evidences of its indebtedness or assets or rights or warrants to subscribe for
or purchase any security (excluding those referred to in or to any issuances in
accordance with the Rights Agreement, dated December 14, 1999, between the
Company and the Rights Agent named therein as such may be amended from time to
time), then in each such case the Exercise Price shall be determined by
multiplying the Exercise Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution
by a fraction of which the denominator shall be the Exercise Price determined
as of the record date mentioned above, and of which the numerator shall be such
Exercise Price on such record date less the then fair market value at such
record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined
by the Company’s independent certified public accountants that regularly
examines the financial statements of the Company (an “Appraiser”).



                           (d) For the purposes of this Section 7, the following clauses shall also
be applicable:



                                      (i) Record Date. In case the Company shall take a record of the holders
of its Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in Common Stock or in securities convertible or
exchangeable into shares of Common Stock, or (B) to subscribe for or purchase
Common Stock or securities convertible or exchangeable into shares of Common
Stock, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.


                                      (ii) Treasury Shares. The number of shares of Common Stock outstanding
at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an
issue or sale of Common Stock.


                           (e) All calculations under this Section 7 shall be made to the nearest
cent or the nearest share, as the case may be.



                  8.
Payment of Exercise Price. The Holder shall pay the Exercise Price in
cash in immediately available funds by wire transfer or by certified bank
check.


                  9. Fractional Shares. The Company shall not be required to issue or cause
to be issued fractional Warrant Shares on the exercise of this Warrant. The
number of full Warrant Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis

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of the aggregate number of Warrant Shares purchasable on exercise of this
Warrant so presented. If any fraction of a Warrant Share would, except for the
provisions of this Section, be issuable on the exercise of this Warrant, the
Company shall round to the nearest whole share and issue that number of Warrant
Shares.


                  10. Registration. The Company agrees to take such action as soon as
reasonably practicable to following the Date of Exercise prepare and file with
the SEC a registration statement on Form S-3 (or, if Form S-3 is not then
available to the Company, on such form of registration statement as is then
available to effect a registration for resale of the Warrant Shares) covering
the resale of the Warrant Shares. The Holder acknowledges and agrees that such
resale registration can only be initiated after the consummation or termination
of the merger agreement between the Company and Helix Hearing Care of America
Corp.



                  11. Notices. Any and all notices or other communications or deliveries
hereunder shall be in writing and shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section prior to 5:00 p.m. (New York City time) on a business day, (ii) the
business day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section later than 5:00 p.m. (New York City time) on any date and earlier than
11:59 p.m. (New York City time) on such date, (iii) the business day following
the date of mailing, if sent by nationally recognized overnight courier
service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be: (i) if
to the Company, to 1250 Northpoint Parkway, West Palm Beach, FL 33407 or
facsimile number (561) 688-8893, attention Chairman, or (ii) if to the Holder,
to the Holder at the address or facsimile number appearing on the Warrant
Register or such other address or facsimile number as the Holder may provide to
the Company in accordance with this Section.



                  12. Warrant Agent. The Company shall serve as warrant agent under this
Warrant. Upon ten days’ notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the
Company or any new warrant agent shall be a party or any corporation to which
the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.



                  13. Miscellaneous.



                           (a) This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns. This Warrant may
be amended only in writing signed by the Company and the Holder and their
successors and assigns.



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                           (b) Subject to Section 12(a), above, nothing in this Warrant shall be
construed to give to any person or corporation other than the Company and the
Holder any legal or equitable right, remedy or cause under this Warrant. This
Warrant shall inure to the sole and exclusive benefit of the Company and the
Holder.



                           (c) The corporate laws of the State of Delaware shall govern all issues
concerning the relative rights of the Company and its stockholders and all
other questions concerning the construction, validity, enforcement and
interpretation of this Warrant.



                           (d) The headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.



                           (e) In case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant shall not in any way be affected
or impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.



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                  IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.




	 	HEARx LTD.




	 	By: Paul A. Brown, M.D.

Title: Chairman and Chief Executive Officer



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FORM OF ELECTION TO PURCHASE



         (To be executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)


To HEARx Ltd.:


         In accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase      
shares of common stock, $.10 par value per share, of HEARx Ltd. (the “Common
Stock”) and encloses herewith $     in cash, certified or official bank
check or checks, which sum represents the aggregate Exercise Price (as defined
in the Warrant) for the number of shares of Common Stock to which this Form of
Election to Purchase relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.


         The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of



	 	PLEASE INSERT SOCIAL SECURITY OR

TAX IDENTIFICATION NUMBER




	 	                                                      
                                                
                                              




(Please print name and address)



         The undersigned represents and warrants it is an accredited investor under
Rule 501(a) under the Securities Act of 1933, as amended.


         If the number of shares of Common Stock issuable upon this exercise shall
not be all of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned requests that
a New Warrant (as defined in the Warrant) evidencing the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby
be issued in the name of and delivered to:









(Please print name and address)




















	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Name of Holder:
	
	
	
	

	Dated:	 	 	 	, 	 	 	 	 	 	 	 	 
	 	 	


	 	 	 	
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(Print)	 	 
	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	
	
	

	 	 	 	 	 	 	 	 	 	 	(By:)	 	 
	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	
	
	

	 	 	 	 	 	 	 	 	 	 	(Name:)

(Title:)

(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)









 



FORM OF ASSIGNMENT



[To be completed and signed only upon transfer of Warrant]



         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                the right represented by the within
Warrant to purchase                                 shares of Common Stock of HEARx Ltd. to which
the within Warrant relates and appoints     attorney to transfer
said right on the books of HEARx Ltd. with full power of substitution in the
premises.


Dated:                ,         



	 	                        
                                       
                               
                                          

(Signature must conform in all respects to name

of holder as specified on the face of the

Warrant)




	 	                      
                                                  
                                                    

Address of Transferee




	 	                      
                                                  
                                                    




	 	                      
                                                  
                                                    



In the presence of:


                                                                                  
;