Exhibit 10.2THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUTAN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSELREASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.**WARRANT TO PURCHASE COMMON STOCK**   Corporation: Family Home Health Services Inc., a Nevada corporationNumber of Shares: 50,000Class of Stock: CommonInitial Exercise Price: $1.20 per shareIssue Date: July __, 2006Expiration Date: April 5, 2011THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is herebyacknowledged, COMERICA BANK or its assignee (“Holder”) is entitled to purchase the number of fullypaid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the“Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forthabove and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon theterms and conditions set forth in this warrant.ARTICLE 1. EXERCISE.1.1 Method of Exercise. Holder may exercise this warrant by delivering this warrant and aduly executed Notice of Exercise in substantially the form attached hereto as Exhibit A tothe principal office of the Company. Unless Holder is exercising the conversion right set forth inSection 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price forthe Shares being purchased.1.2 Conversion Right. In lieu of exercising this warrant as specified in Section 1.1,Holder may from time to time convert this warrant, in whole or in part, into a number of Sharesdetermined by dividing (a) the aggregate fair market value of the Shares or other securitiesotherwise issuable upon exercise of this warrant minus the aggregate Warrant Price of such Sharesby (b) the fair market value of one Share. The fair market value of the Shares shall be determinedpursuant to Section 1.3.1.3 Fair Market Value. If the Shares are traded regularly in a public market, the fairmarket value of the Shares shall be the closing price of the Shares (or the closing price of theCompany’s class of stock into which the Shares are convertible) reported for the business dayimmediately before Holder delivers its Notice of Exercise to the Company. If the Shares are notregularly traded in a public market, the Board of Directors of the Company shall determine fairmarket value in its reasonable good faith judgment.1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or convertsthis warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if thiswarrant has not been fully exercised or converted and has not expired, a new warrant representingthe Shares not so acquired.
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1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Companyof the loss, theft, destruction or mutilation of this warrant and, in the case of loss, theft ordestruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount tothe Company or, in the case of mutilation, on surrender and cancellation of this warrant, theCompany at its expense shall execute and deliver, in lieu of this warrant, a new warrant of liketenor.1.6 Repurchase on Sale, Merger, or Consolidation of the Company.1.6.1 “Acquisition.” For the purpose of this warrant, “Acquisition” means (a) anysale, license, or other disposition of all or substantially all of the assets (includingintellectual property) of the Company, or (b) any reorganization, consolidation, merger orsale of the voting securities of the Company or any other transaction where the holders ofthe Company’s securities before the transaction beneficially own less than 50% of theoutstanding voting securities of the surviving entity after the transaction.1.6.2 Assumption of Warrant. If upon the closing of any Acquisition the successorentity assumes the obligations of this warrant, then this warrant shall be exercisable forthe same securities, cash, and property as would be payable for the Shares issuable uponexercise of the unexercised portion of this warrant as if such Shares were outstanding onthe record date for the Acquisition and subsequent closing. The Warrant Price shall beadjusted accordingly. The Company shall use reasonable efforts to cause the survivingcorporation to assume the obligations of this warrant.1.6.3 Nonassumption. If upon the closing of any Acquisition the successor entitydoes not assume the obligations of this warrant and Holder has not otherwise exercised thiswarrant in full, then Holder shall have the option either to (a) deem this warrant to havebeen automatically converted pursuant to Section 1.2 and thereafter Holder shall participatein the Acquisition on the same terms as other holders of the same class of securities of theCompany; or (b) require the Company to purchase this warrant for cash upon the closing ofthe Acquisition for an amount per Share equal to the Warrant Price.ARTICLE 2. ADJUSTMENTS TO THE SHARES.2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its commonstock payable in common stock, or other securities, but not cash, or subdivides the outstandingcommon stock into a greater amount of common stock, then upon exercise of this warrant, for eachShare acquired, Holder shall receive, without cost to Holder, the total number and kind ofsecurities to which Holder would have been entitled had Holder owned the Shares of record as of thedate the dividend or subdivision occurred.2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange,substitution, or other event that results in a change of the number and/or class of the securitiesissuable upon exercise or conversion of this warrant, Holder shall be entitled to receive, uponexercise or conversion of this warrant, the number and kind of securities and property that Holderwould have received for the Shares if this warrant had been exercised immediately before suchreclassification, exchange, substitution, or other event. Such an event shall include anyautomatic conversion of the outstanding or issuable securities of the Company of the same class orseries as the Shares to common stock pursuant to the terms of the Company’s Articles ofIncorporation upon the closing of a registered public offering of the Company’s common stock. TheCompany or its successor shall promptly issue to Holder a new warrant for such new securities orother property. The new warrant shall provide for adjustments which shall be as nearly equivalentas may be practicable to the adjustments provided for in this Article 2 including, without
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limitation, adjustments to the Warrant Price and to the number of securities or property issuableupon exercise of the new warrant. The provisions of this Section 2.2 shall similarly apply tosuccessive reclassifications, exchanges, substitutions, or other events.2.3 Adjustments for Combinations, Etc. If the outstanding Shares are combined orconsolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Priceshall be proportionately increased. If the outstanding Shares are combined or consolidated, byreclassification or otherwise, into a greater number of shares, the Warrant Price shall beproportionately decreased.2.4 Adjustments for Diluting Issuances. The Warrant Price and the number of Sharesissuable upon exercise of this warrant shall be subject to adjustment, from time to time, in themanner set forth on attached Exhibit B in the event of Diluting Issuances (as defined onExhibit B).2.5 No Impairment. The Company shall not, by amendment of its Articles of Incorporation orthrough a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale ofsecurities or any other voluntary action, avoid or seek to avoid the observance or performance ofany of the terms to be observed or performed under this warrant by the Company, but shall at alltimes in good faith assist in carrying out all the provisions of this Article 2 and in taking allsuch action as may be necessary or appropriate to protect Holder’s rights under this Articleagainst impairment.2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Companyat its expense shall promptly compute such adjustment, and furnish Holder with a certificate of itsChief Financial Officer setting forth such adjustment and the facts upon which such adjustment isbased. The Company shall, upon written request, furnish Holder a certificate setting forth theWarrant Price in effect upon the date thereof and the series of adjustments leading to such WarrantPrice.2.7 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversionof the Warrant and the Number of Shares to be issued hereunder shall be rounded down to the nearestwhole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant,the Company shall eliminate such fractional share interest by paying Holder an amount computed bymultiplying the fractional interest by the fair market value of a full Share.ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.3.1 Representations and Warranties. The Company hereby represents and warrants to theHolder as follows:(a) The initial Warrant Price referenced on the first page of this warrant is notgreater than the fair market value of the Shares as of the date of this warrant.(b) All Shares which may be issued upon the exercise of the purchase rightrepresented by this warrant, and all securities, if any, issuable upon conversion ofthe Shares, shall, upon issuance, be duly authorized, validly issued, fully paid andnonassessable, and free of any liens and encumbrances except for restrictions ontransfer provided for herein or under applicable federal and state securities laws.(c) The Company’s capitalization table attached as Exhibit D to this warrantis true and complete as of the Issue Date.3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare anydividend or distribution upon its common stock, whether in cash, property, stock, or othersecurities and whether or
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not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class orseries of its stock any additional shares of stock of any class or series or other rights; (c) toeffect any reclassification or recapitalization of common stock; or (d) to merge or consolidatewith or into any other corporation, or sell, lease, license, or convey all or substantially all ofits assets, or to liquidate, dissolve or wind up, then, in connection with each such event, theCompany shall give Holder (1) at least 20 days prior written notice of the date on which a recordwill be taken for such dividend, distribution, or subscription rights (and specifying the date onwhich the holders of common stock will be entitled thereto) or for determining rights to vote, ifany, in respect of the matters referred to in (a) and (b) above; and (2) in the case of the mattersreferred to in (c) and (d) above at least 20 days prior written notice of the date when the samewill take place (and specifying the date on which the holders of common stock will be entitled toexchange their common stock for securities or other property deliverable upon the occurrence ofsuch event).3.3 Information Rights. So long as the Holder holds this warrant and/or any of the Shares,the Company shall deliver to the Holder (a) promptly after mailing, copies of all communiqués tothe shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year ofthe Company, the annual audited financial statements of the Company certified by independent publicaccountants of recognized standing and (c) within forty-five (45) days after the end of each of thefirst three quarters of each fiscal year, the Company’s quarterly, unaudited financial statements.3.4 Registration Under Securities Act of 1933, as amended. The Company agrees that theShares or, if the Shares are convertible into common stock of the Company, such common stock, shallbe subject to the registration rights set forth on attached Exhibit C.ARTICLE 4. MISCELLANEOUS.4.1 Term: Exercise Upon Expiration. This warrant is exercisable in whole or in part, atany time and from time to time on or before the Expiration Date set forth above. If this warranthas not been exercised prior to the Expiration Date, this warrant shall be deemed to have beenautomatically exercised on the Expiration Date by “cashless” conversion pursuant to Section 1.2.4.2 Legends. This warrant and the Shares (and the securities issuable, directly orindirectly, upon conversion of the Shares, if any) shall be imprinted with a legend insubstantially the following form:THIS WARRANT AND/OR THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDOR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT ORPURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION ANDITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.4.3 Compliance with Securities Laws on Transfer. This warrant and the Shares issuable uponexercise of this warrant (and the securities issuable, directly or indirectly, upon conversion ofthe Shares, if any) may not be transferred or assigned in whole or in part without compliance withapplicable federal and state securities laws by the transferor and the transferee (including,without limitation, the delivery of investment representation letters and legal opinions reasonablysatisfactory to the Company). The Company shall not require Holder to provide an opinion ofcounsel if the transfer is to an affiliate of Holder or if there is no material question as to theavailability of current information as referenced in Rule 144(c), Holder represents that it hascomplied with Rule 144(d) and (e) in reasonable detail, the selling
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broker represents that it has complied with Rule 144(f), and the Company is provided with a copy ofHolder’s notice of proposed sale.4.4 Transfer Procedure. Subject to compliance with the provisions of Section 4.3, Holdermay transfer all or part of this warrant or the Shares issuable upon exercise of this warrant (orthe securities issuable, directly or indirectly, upon conversion of the Shares, if any) by givingthe Company notice of the portion of the warrant being transferred setting forth the name, addressand taxpayer identification number of the transferee and surrendering this warrant to the Companyfor reissuance to the transferee(s) (and Holder, if applicable); *provided, however*, thatHolder may transfer all or part of this warrant to its affiliates, including, without limitation,Comerica Incorporated, at any time without notice to the Company, and such affiliate shall then beentitled to all the rights of Holder under this warrant and any related agreements, and the Companyshall cooperate fully in ensuring that any stock issued upon exercise of this warrant is issued inthe name of the affiliate that exercises the warrant. The terms and conditions of this warrantshall inure to the benefit of, and be binding upon, the Company and the holders hereof and theirrespective permitted successors and assigns. Unless the Company is filing financial informationwith the SEC pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), theCompany shall have the right to refuse to transfer any portion of this warrant to any person whodirectly competes with the Company.4.5 Notices. All notices and other communications from the Company to the Holder, or viceversa, shall be deemed delivered and effective when given personally or mailed by first-classregistered or certified mail, postage prepaid, at such address as may have been furnished to theCompany or the Holder, as the case may be, in writing by the Company or such Holder from time totime. All notices to the Holder shall be addressed as follows:Comerica Bank