Exhibit 4.20

     THE WARRANT  REPRESENTED BY THIS  CERTIFICATE  AND THE SHARES ISSUABLE UPON
EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"),  OR ANY STATE  SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED,  SOLD,  PLEDGED,  ASSIGNED OR OTHERWISE
TRANSFERRED  UNLESS  (1)  A  REGISTRATION  STATEMENT  WITH  RESPECT  THERETO  IS
EFFECTIVE  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH  SECURITIES,  WHICH
COUNSEL  AND OPINION  ARE  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED  WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

                               EP MEDSYSTEMS, INC.

           WARRANT FOR THE PURCHASE OF 243,902 SHARES OF COMMON STOCK

     Warrant No. EP2003-2 This Warrant Expires on July 31, 2008


     THIS CERTIFIES  that, for value  received,  heimdall  investments  ltd., an
entity,  with an address at c/o HBK Investments L.P., 300 Crescent Court,  Suite
700, Dallas, TX 75201 (including any permitted transferee, the "Holder"), is the
registered  holder of this Warrant,  which  represents the right to purchase two
hundred  forty  three  THOUSAND  nine  HUNDRED  Two  (243,902)  fully  paid  and
nonassessable  shares of the common stock, no par value,  $.001 stated value per
share (the "Common Stock") of EP MedSystems, Inc., a New Jersey corporation (the
"Company"),  at an  exercise  price  equal to  $1.6943  per  share  (subject  to
adjustment  as  provided  herein)  (the  "Exercise  Price")  upon the  terms and
conditions  set forth  herein,  at any time or from time to time after August 1,
2003 and  before  5:00 P.M.  on July 31,  2008,  New York  time  (the  "Exercise
Period").

     This Warrant is issued  pursuant to that  certain  Common Stock and Warrant
Purchase Agreement dated as of January 31, 2003 by and among the Company and the
entities listed on Exhibit A thereto (the "Purchase Agreement"). As used herein,
the term "this  Warrant"  shall mean and include this Warrant and any Warrant or
Warrants  hereafter  issued as a consequence of the exercise or transfer of this
Warrant in whole or in part.  The number of shares of Common Stock issuable upon
exercise of this Warrant (the  "Warrant  Shares") and the Exercise  Price may be
adjusted from time to time as hereinafter set forth.

1.       Exercise of Warrant.

     This Warrant may be exercised during the Exercise  Period,  as to the whole
or any lesser number of whole Warrant  Shares,  by the surrender of this Warrant
(with the election at the end hereof duly executed) to the Company, 575 Route 73
North, Building D, West Berlin, New Jersey 08091-9293,  Attention: President, or
at such other place as is  designated  in writing by the Company.  Such executed
election must be accompanied by payment in an amount equal to the Exercise Price
multiplied  by the  number of Warrant  Shares  for which  this  Warrant is being
exercised. Such payment may be made by certified or bank cashier's check payable
to the order of the Company.

     2.  Issuance  of  Certificates  Upon  Exercise.  Upon each  exercise of the
Holder's rights to purchase Warrant Shares, the Holder shall be deemed to be the
holder  of  record  of  the  Warrant   Shares   issuable  upon  such   exercise,
notwithstanding  that the transfer  books of the Company shall then be closed or
certificates  representing such Warrant Shares shall not then have been actually
delivered  to the  Holder.  As soon as  practicable,  but no  later  than  three
business days,  following receipt by the Company on a duly executed and properly
completed  "Election  to  Exercise"  form  attached  hereto with respect to such
exercise of this  Warrant,  the Company  shall issue and deliver to the Holder a
certificate or certificates  for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder or its designee.  If this Warrant should be
exercised in part only,  the Company  shall,  upon surrender of this Warrant for
cancellation,  execute  and deliver a new  Warrant  evidencing  the right of the
Holder to  purchase  the  balance of the Warrant  Shares (or  portions  thereof)
subject to purchase hereunder.

     3. Company's Right to Repurchase Warrant.  Notwithstanding any of the other
provisions of this Warrant, the Company shall have the right to call, redeem and
repurchase  all or any part of this Warrant upon ninety (90) calendar days prior
written  notice to the Holder (the  "Repurchase  Period") at $.01 per share (the
"Repurchase  Price") at any time after the average  closing  price of the Common
Stock of the Company for any twenty (20) consecutive trading days has equaled or
exceeded $2.54 (subject to adjustment as provided below) (the "Trigger  Price").
Notice of any such  repurchase  will be mailed by the Company to the Holder (the
"Repurchase Notice").  Unless, prior to the expiration of the Repurchase Period,
the Holder  exercises  its right to purchase the Warrant  Shares  covered by the
Repurchase  Notice,  the  Holder  will  forfeit  its right to do so, and will be
entitled  only to  payment of the  Repurchase  Price of such  Warrant  Shares so
designated  for  repurchase.  In the event the  Company  shall  call,  redeem or
otherwise  repurchase all or any part of this Warrant,  the same shall thereupon
be  delivered  by the Holder to the  Company  and be canceled by the Company and
retired.  The Trigger Price shall be subject to the same adjustment  provided to
be made to the Exercise Price pursuant to Section 6 below.

     4.  Transfer;   Restrictions   on  Transfer;   Compliance   with  the  Act;
Registration Rights.

     (a) Any  Warrants  issued  upon the  transfer  or  exercise in part of this
Warrant shall be numbered and shall be registered in a Warrant  Register as they
are issued.  The Company shall be entitled to treat the registered holder of any
Warrant on the Warrant  Register as the owner in fact  thereof for all  purposes
and shall not be bound to recognize  any equitable or other claim to or interest
in such Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such  registration  or transfer,  or with the knowledge of such facts
that its  participation  therein  amounts to bad faith.  This  Warrant  shall be
transferable  only on the  books  of the  Company  upon  delivery  thereof  duly
endorsed by the Holder or by his duly authorized attorney or representative,  or
accompanied  by proper  evidence of  succession,  assignment,  or  authority  to
transfer.  In all cases of transfer  by an  attorney,  executor,  administrator,
guardian, or other legal representative,  duly authenticated  evidence of his or
its authority shall be produced.  Upon any registration of transfer, the Company
shall  deliver a new Warrant or Warrants to the person  entitled  thereto.  This
Warrant  may be  exchanged,  at the option of the Holder  thereof,  for  another
Warrant,  or other  Warrants  of  different  denominations,  of like  tenor  and
representing  in the  aggregate  the right to  purchase a like number of Warrant
Shares  (or  portions  thereof),  upon  surrender  to the  Company  or its  duly
authorized  agent.  Notwithstanding  the  foregoing,  the Company  shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company,  such  transfer  does not comply with the
provisions of the Act and the rules and regulations thereunder.

     (b) The Holder acknowledges that the Holder has been advised by the Company
that neither this Warrant nor the Warrant Shares have been registered  under the
Act, that this Warrant is being or has been issued and the Warrant Shares may be
issued on the basis of the statutory  exemption  provided by Section 4(2) of the
Act or Regulation D promulgated thereunder, or both, relating to transactions by
an issuer not involving  any public  offering,  and that the Company's  reliance
thereon is based in part upon the representations made by the original Holder in
the Purchase Agreement. The Holder acknowledges that he has been informed by the
Company of, or is otherwise familiar with, the nature of the limitations imposed
by the  Act  and  the  rules  and  regulations  thereunder  on the  transfer  of
securities.  In  particular,  the  Holder  agrees  that no sale,  assignment  or
transfer of this Warrant or the Warrant  Shares  issuable upon  exercise  hereof
shall be valid or  effective,  and the Company shall not be required to give any
effect to any such sale, assignment or transfer, unless (i) the sale, assignment
or transfer of this Warrant or such Warrant Shares is registered  under the Act,
it being  understood  that  neither  this  Warrant nor such  Warrant  Shares are
currently  registered  for  sale  and  that the  Company  has no  obligation  or
intention  to so  register  this  Warrant  or  such  Warrant  Shares  except  as
specifically  noted in Section 4(c) below,  or (ii) this Warrant or such Warrant
Shares are sold, assigned or transferred in accordance with all the requirements
and limitations of Rule 144 promulgated  under the Act, it being understood that
Rule 144 is not  available at the time of the original  issuance of this Warrant
for the sale of this  Warrant  or such  Warrant  Shares and that there can be no
assurance that Rule 144 sales will be available at any subsequent time, or (iii)
such sale,  assignment,  or transfer is otherwise exempt from registration under
the Act.

     (c) The Holders of this Warrant and the Warrant  Shares are entitled to the
rights and benefits of all the terms,  provisions and conditions of that certain
Registration  Rights  Agreement dated of even date herewith  between the Company
and the  purchasers  listed on  Schedule  I thereto  (the  "Registration  Rights
Agreement").

     5.  Nonassessable  Reservation  of Shares.  The Company  shall at all times
reserve and keep  available  out of its  authorized  and unissued  Common Stock,
solely for the purpose of  providing  for the exercise of the rights to purchase
all Warrant  Shares granted  pursuant to this Warrant,  such number of shares of
Common Stock as shall,  from time to time, be sufficient  therefor.  The Company
covenants  that all  shares of  Common  Stock  issuable  upon  exercise  of this
Warrant, upon receipt by the Company of the full Exercise Price therefor,  shall
be validly issued, fully paid, nonassessable, and free of preemptive rights.

6.       Adjustment of Exercise Price and Number of Warrant Shares.

     (a) In case the Company  shall at any time after the date this  Warrant was
first issued (i) declare a dividend on the  outstanding  Common Stock payable in
shares of its capital stock, (ii) subdivide the outstanding  Common Stock, (iii)
combine the  outstanding  Common Stock into a smaller number of shares,  or (iv)
issue any shares of its capital  stock by  reclassification  of the Common Stock
(including  any such  reclassification  in connection  with a  consolidation  or
merger in which the Company is the continuing corporation),  then, in each case,
the Exercise  Price,  and the number of Warrant Shares issuable upon exercise of
this  Warrant,  in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination, or reclassification,  shall
be proportionately adjusted so that the Holder after such time shall be entitled
to receive the aggregate  number and kind of shares  which,  if such Warrant had
been exercised  immediately prior to such time, the Holder would have owned upon
such  exercise  and  been  entitled  to  receive  by  virtue  of such  dividend,
subdivision,  combination,  or  reclassification.  Such adjustment shall be made
successively whenever any event listed above shall occur.

     (b) No  adjustment  in  the  Exercise  Price  shall  be  required  if  such
adjustment is less than $.01 (which amount will be  proportionately  adjusted in
the event of stock splits or the like); provided,  however, that any adjustments
which by reason of this  Section 6 are not  required to be made shall be carried
forward and taken into account in any subsequent  adjustment.  All  calculations
under  this  Section  6  shall  be made to the  nearest  cent or to the  nearest
one-thousandth of a share, as the case may be.

     (c) Whenever  there shall be an  adjustment  as provided in this Section 6,
the Company shall  promptly cause written notice thereof to be sent by certified
or registered mail,  postage prepaid,  to the Holder, at its address as it shall
appear  in the  Warrant  Register,  which  notice  shall  be  accompanied  by an
officer's  certificate  setting forth the number of Warrant  Shares  purchasable
upon the exercise of this Warrant and the Exercise  Price after such  adjustment
and setting forth a brief  statement of the facts  requiring such adjustment and
the  computation  thereof,  which  officer's  certificate  shall  be  conclusive
evidence of the correctness of any such adjustment absent manifest error.

     (d) The  Company  shall not be  required  to issue  fractions  of shares of
Common  Stock or other  capital  stock of the Company  upon the exercise of this
Warrant.  If any  fraction of a share would be issuable on the  exercise of this
Warrant (or  specified  portions  thereof),  the  Company  shall  purchase  such
fraction for an amount in cash equal to the same fraction of the market price of
such  share  of  Common  Stock  on the  date of  exercise  of this  Warrant,  as
determined in good faith by the Company's Board of Directors.

7.       Reclassification: Reorganization or Merger.

     (a) In case of any consolidation with or merger of the Company with or into
another  corporation  (other than a merger or consolidation in which the Company
is the surviving or continuing  corporation)  or in case of any sale,  lease, or
conveyance  to another  corporation  of the property and assets of any nature of
the Company as an entirety or  substantially  as an  entirety,  such  successor,
leasing, or purchasing  corporation,  as the case may be, shall (i) execute with
the  Holder  an  agreement  providing  that the  Holder  shall  have  the  right
thereafter to receive upon  exercise of this Warrant  solely the kind and amount
of shares of stock and other  securities,  property,  cash,  or any  combination
thereof receivable upon such consolidation,  merger,  sale, lease, or conveyance
by a holder of the number of shares of Common Stock for which this Warrant might
have been  exercised  immediately  prior to such  consolidation,  merger,  sale,
lease,  or conveyance,  and (ii) make effective  provision in its certificate of
incorporation  or  otherwise,  if  necessary,  to effect  such  agreement.  Such
agreement shall provide for adjustments  which shall be as nearly  equivalent as
practicable to the adjustments in Section 6 above.

     (b) In case of any reclassification or change of the shares of Common Stock
issuable upon exercise of this Warrant (other than a change in par value or from
a specified par value to no par, or as a result of a subdivision or combination,
but  including  any change in the shares  into two or more  classes or series of
shares),  or in case of any consolidation or merger of another  corporation into
the  Company in which the  Company is the  continuing  corporation  and in which
there is a  reclassification  or  change  (including  a change  to the  right to
receive  cash or other  property)  of the shares of Common  Stock  (other than a
change in par value,  or from no par value to a  specified  par  value,  or as a
result of a subdivision or  combination,  but including any change in the shares
into two or more  classes or series of shares),  the Holder shall have the right
thereafter to receive upon  exercise of this Warrant  solely the kind and amount
of shares of stock and other  securities,  property,  cash,  or any  combination
thereof receivable upon such reclassification,  change, consolidation, or merger
by a holder of the number of shares of Common Stock for which this Warrant might
have  been  exercised  immediately  prior  to  such  reclassification,   change,
consolidation,  or merger.  Thereafter,  appropriate provision shall be made for
adjustments   which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments in Section 6.

     (c) Notwithstanding anything to the contrary herein contained, in the event
of  a  transaction   contemplated  by  Section  7(a)  in  which  the  surviving,
continuing,  successor,  purchasing  or  leasing  corporation  demands  that all
outstanding  convertible notes and warrants be extinguished prior to the closing
date of the contemplated  transaction,  the Company shall give prior notice (the
"Merger Notice") thereof to the Holder advising the Holder of such  transaction.
The Holder shall have ten (10) days after the date of the Merger Notice to elect
to (i) exercise this Warrant in the manner  provided herein or (ii) receive from
the  surviving,  continuing,  successor,  or  purchasing  corporation  the  same
consideration receivable by a holder of the number of shares of Common Stock for
which  this  Warrant  might  have  been  exercised  immediately  prior  to  such
consolidation,  merger,  sale,  or  purchase  reduced  by  such  amount  of  the
consideration  as has a market value equal to the Exercise  Price, as determined
by the  Board  of  Directors  of  the  Company,  whose  determination  shall  be
conclusive  absent  manifest  error.  If the Holder  fails to timely  notify the
Company of its  election,  the Holder  shall be deemed for all  purposes to have
elected the option set forth in (ii) above.  Any amounts  receivable by a Holder
who has  elected the option set forth in (ii) above shall be payable at the same
time as amounts payable to shareholders in connection with any such transaction.

     (d) The  above  provisions  of this  Section  7 shall  similarly  apply  to
successive  reclassifications  and  changes  of shares  of  Common  Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

     (e)  Notwithstanding  the  foregoing  provisions  of this Section 7, if any
"Fundamental  Transaction" (as defined below) results in a "change of control of
the Company" (as defined below), then, at the request of the Holder delivered at
least 30 days before the effective  date of such  Fundamental  Transaction,  the
Company will purchase this Warrant from the Holder for a purchase price, payable
in cash within  five  trading  days after such  request  (or,  if later,  on the
effective  date of the  Fundamental  Transaction),  equal  to the  value  of the
Warrant on the effective date of the Fundamental Transaction, determined using a
Black Scholes valuation model and assumptions  reasonably mutually acceptable to
the Company and the Holder,  but excluding any adjustment to such valuation that
would result from the Company's Warrant  repurchase right set forth in Section 3
hereof, provided that for purposes of such calculation,  the market price of the
Common Stock shall be the higher of the closing price on trading day immediately
preceding,  or the closing price on the trading day immediately  following,  the
public  announcement  of  such  Fundamental  Transaction;   provided,   however,
notwithstanding  any  calculation  of the amount  payable to the holder for each
share of Common Stock for which this Warrant is  exercisable,  in no event shall
the  payment  per share of Common  Stock by the Company to the Holder be greater
than  $3  per  share.   For  purposes  of  this  Section  7(e),  a  "Fundamental
Transaction"  shall be deemed to have  occurred if (i) the  Company  effects any
merger or  consolidation  of the Company with or into another  entity,  (ii) the
Company effects any sale of all or  substantially  all of its assets in one or a
series  of  related  transactions,  (iii) any  tender  offer or  exchange  offer
(whether  by the  Company or  another  entity) is  completed  pursuant  to which
holders of Common  Stock are  permitted  to tender or exchange  their shares for
other   securities,   cash  or  property,   or  (iv)  the  Company  effects  any
reclassification  of the Common Stock or any compulsory share exchange  pursuant
to which the Common Stock is  effectively  converted into or exchanged for other
securities,  cash or property.  For purposes of this  Section  7(e),  "change of
control of the Company" means a sale of all or  substantially  all of the assets
of the  Company or a  consolidation  or merger of the  Company  into or with any
entity or  entities  after  which the  holders of capital  stock of the  Company
immediately prior to the effective date of the Fundamental Transaction hold less
than fifty percent (50%) of the aggregate  outstanding  voting securities of the
surviving entity; provided,  however, a "change of control of the Company" shall
not  include any  Fundamental  Transaction  that  results in the Company (or its
successor)  remaining a public company whose shares trade on the NASDAQ National
Market or any national securities exchange.

     8.  Certain  Notices to the Holder.  In case at any time the Company  shall
propose to: (i) pay any  dividend or make any  distribution  on shares of Common
Stock in shares  of Common  Stock or make any  other  distribution  (other  than
regularly  scheduled cash dividends  which are not in a greater amount per share
than the most recent such cash  dividend) to all holders of Common  Stock;  (ii)
issue any rights,  Warrants,  or other securities to all holders of Common Stock
entitling  them to purchase any  additional  Shares of Common Stock or any other
rights,  warrants,  or other securities;  (iii) effect any  reclassification  or
change of  outstanding  shares of Common Stock,  or any  consolidation,  merger,
sale,  lease, or conveyance of property,  described in Section 7; or (iv) effect
any liquidation, dissolution, or winding-up of the Company; then, and in any one
or more of such  cases,  the  Company  shall give  written  notice  thereof,  by
certified or registered  mail,  postage  prepaid,  to the Holder at the Holder's
address as it shall appear in the Warrant Register, mailed at least fifteen (15)
days prior to (x) the date as of which the holders of record of shares of Common
Stock to be  entitled  to  receive  any  such  dividend,  distribution,  rights,
warrants,  or other  securities are to be determined,  (y) the date on which any
such   reclassification,   change  of   outstanding   shares  of  Common  Stock,
consolidation,   merger,  sale,  lease,   conveyance  of  property  liquidation,
dissolution,  or winding-up is expected to become effective,  and the date as of
which it is expected  that  holders of record of shares of Common Stock shall be
entitled to exchange  their shares for  securities  or other  property,  if any,
deliverable   upon  such   reclassification,   change  of  outstanding   shares,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution,  or winding-up,  or (z) the date of such action which would require
an adjustment to the Exercise Price.

     9. Issue Tax.  The  issuance  of any  shares or other  securities  upon the
exercise of this Warrant,  and the delivery of certificates or other instruments
representing  such shares or other  securities,  shall be made without charge to
the Holder for any tax or other charge in respect of such issuance.  The Company
shall not,  however,  be required to pay any tax which may be payable in respect
of any transfer  involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company  shall not be required to issue or
deliver any such certificate  unless and until the person or persons  requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

     10.  Restrictive  Legend.  The Warrant  Shares issued upon exercise of this
Warrant  shall be  subject  to a stop  transfer  order  and the  certificate  or
certificates evidencing such Warrant Shares shall bear the following legend:

     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT"),  OR ANY  STATE
SECURITIES  LAWS AND NEITHER SUCH  SECURITIES  NOR ANY  INTEREST  THEREIN MAY BE
OFFERED,  SOLD,  PLEDGED,   ASSIGNED  OR  OTHERWISE  TRANSFERRED  UNLESS  (1)  A
REGISTRATION  STATEMENT WITH RESPECT  THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAWS,  OR (2) THE COMPANY  RECEIVES AN OPINION OF
COUNSEL  TO THE  HOLDER  OF SUCH  SECURITIES,  WHICH  COUNSEL  AND  OPINION  ARE
REASONABLY  SATISFACTORY  TO THE COMPANY,  THAT SUCH  SECURITIES MAY BE OFFERED,
SOLD,  PLEDGED,  ASSIGNED OR TRANSFERRED IN THE MANNER  CONTEMPLATED  WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR APPLICABLE  STATE SECURITIES
LAWS.

     11. Lost Warrant.  Upon receipt of evidence  satisfactory to the Company of
the loss, theft, destruction,  or mutilation of this Warrant (and upon surrender
of  this  Warrant  if  mutilated),  and  upon  reimbursement  of  the  Company's
reasonable  incidental  expenses and indemnity  reasonably  satisfactory  to the
Company,  the Company  shall  execute  and  deliver to the Holder  thereof a new
Warrant of like date, tenor, and denomination.

     12. No Shareholder Rights. The Holder of this Warrant shall not have solely
on account of such status, any rights of a shareholder of the Company, either at
law or in equity,  or to any notice of meetings of  shareholders or of any other
proceedings of the Company, except as provided in this Warrant.

     13.  Governing Law. This Warrant has been negotiated and consummated in the
State of New York and  shall be  construed  in  accordance  with the laws of the
State of New York applicable to contracts made and performed  within such State,
without regard to principles governing conflicts of law.

     14.  Jurisdiction.  Each of the  Company  and the  Holder of this  Warrant,
irrevocably  consents to the jurisdiction of the courts of the State of New York
and of any federal court located in such State in connection  with any action or
proceeding  arising  out  of or  relating  to  this  Warrant,  any  document  or
instrument delivered pursuant to, in connection with or simultaneously with this
Warrant, or a breach of this Warrant or any such document or instrument.  In any
such action or proceeding,  the Company waives personal  service of any summons,
complaint  or other  process  and agrees  that  service  thereof  may be made in
accordance with Section 15 hereof.

     15. Notices. Any notice or other communication  required or permitted to be
given  hereunder  shall be in  writing  and shall be mailed by  certified  mail,
return  receipt  requested,  or by  Federal  Express,  Express  Mail or  similar
overnight  delivery or courier  service or delivered  (in person or by facsimile
against receipt to the party to whom it is to be given:

         if to the Company:         EP MedSystems, Inc.
                                    575 Route 73 North - Building D
                                    West Berlin, New Jersey 08091
                                    Attention: President
                                    Facsimile: (856) 753-8544

         if to the Holder:          To the address set forth on the first page
                                    hereto;

     or in either case, to such other address as the party shall have  furnished
in writing in accordance  with the  provisions of this Section 15. Any notice or
other communication given by certified mail shall be deemed given at the time of
certification  thereof,  except for a notice  changing a party's  address  which
shall be deemed given at the time of receipt thereof.  Any notice given by other
means  permitted by this Section 15 shall be deemed given at the time of receipt
thereof;


<PAGE>



                           [signature page follows]

NY01/VITIS/808246.2
IN WITNESS WHEREOF, this Warrant has been duly executed as of January 31, 2003.


                                 EP MEDSYSTEMS, INC.


                                 By: ___________________________________
                                 Name: Reinhard Schmidt
                                 Title:   President and Chief Executive Officer






                           COUNTERPART SIGNATURE PAGE
                                       TO
                               WARRANT TO PURCHASE
                         243,902 SHARES OF COMMON STOCK
                                       OF
                              EP MEDSYSTEMS, INC.,
                             DATED JANUARY 31, 2003



                                                          HOLDER:



                   Entity:      Firm: Heimdall Investments Ltd.


                   By:
                   Name:
                   Title:





                   Individual:
                   Name:


<PAGE>


     FORM OF ASSIGNMENT (To be executed by the registered  holder if such holder
desires to transfer the attached Warrant.)





FOR VALUE RECEIVED, _________________ hereby sells, assigns, and transfers unto:

Name:

Address:

Social Security or Employer Identification Number:

     the right to purchase  ___________  shares of Common  Stock,  no par value,
$.001 stated value, of EP MedSystems,  Inc. (the  "Company")  represented by the
attached Warrant, together with all right, title, and interest therein, and does
hereby irrevocably constitute and appoint  ________________________  attorney to
transfer  such  Warrant  on the  books  of  the  Company,  with  full  power  of
substitution.


Dated: _______________________


Signature: __________________________________________
Name: _____________________________________________

<PAGE>



                                     NOTICE

     The signature on the  foregoing  Assignment  must  correspond to the name a
written upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.


<PAGE>



                              ELECTION TO EXERCISE


     The  undersigned  hereby  exercises its rights to purchase  _______ Warrant
Shares  covered by the within  Warrant,  and  tenders  payment  herewith  in the
aggregate  amount  of $ ______  by  certified  or bank  cashier's  check or wire
transfer in accordance  with the terms thereof,  and requests that  certificates
for such securities be issued in the name of, and delivered to:

______________________________________

______________________________________

______________________________________
(Print Name, Address and Social Security
or Tax Identification Number)

     and, if such number of Warrant  Shares shall not be all the Warrant  Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

______________________________________

______________________________________

______________________________________
(Print Name, Address and Social Security
or Tax identification Number)

                                        Name of Holder
                                        ______________________________

Dated:____________                                 ______________________
                                                   Signature
                                                   ______________________
                                                   Print Name
                                                   ______________________
                                                   Title (if entity)

Address: ______________________________________________________________

                                          __________________________________
                                                 Signature Guarantee