Exhibit 10.4

THIS WARRANT HAS BEEN  ACQUIRED BY THE HOLDER SOLELY FOR ITS OWN ACCOUNT FOR THE
PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION  WITH ANY
DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"),  AND  APPLICABLE  STATE  SECURITIES  LAWS.  THIS  WARRANT  HAS NOT  BEEN
REGISTERED  UNDER  THE ACT OR ANY  STATE  SECURITIES  LAWS  AND MAY NOT BE SOLD,
PLEDGED,  OR  OTHERWISE  TRANSFERRED  WITHOUT  REGISTRATION  UNDER  THE  ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.


                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                                       OF

                             HEARTGEN CENTERS, INC.

                     Void At and After the Expiration Date
                       (As Defined in Section 1.4 Hereof)


     This certifies that, for value received, Vasomedical, Inc. ("Vasomedical"),
the registered holder hereof or registered  assigns (the "Holder"),  is entitled
to purchase, subject to the terms and conditions contained in this Warrant, from
HeartGen Centers, Inc., an Indiana corporation (the "Company"),  at any time and
from time to time, in whole or in part, on or after the date of this Warrant and
prior to the Expiration Date (as defined in Section 1.2 hereof), an aggregate of
52,620 fully paid and nonassessable  shares of Common Stock,  without par value,
of the Company (the  "Common  Stock"),  at an exercise  price of $2.20 per share
(the "Warrant Price"). The number of shares of Common Stock purchasable upon the
exercise  of this  Warrant  and the  Warrant  Price  per share  are  subject  to
adjustment from time to time as hereinafter set forth.

     Section 1. Exercise of Warrant; Expiration Date.

     1.1. Exercise of Warrant.  Subject to the terms and conditions contained in
this Warrant,  the Holder hereof shall have the right, at any time and from time
to time,  in whole or in part, on or after the date of this Warrant and prior to
the Expiration  Date, to purchase from the Company that number of fully paid and
nonassessable  shares of Common Stock to which the Holder hereof may at the time
and from time to time, in whole or in part, be entitled to purchase  pursuant to
this Warrant (the  "Shares"),  upon  surrender of this Warrant to the Company at
its  Principal  Office  (as  defined in  Section 5  hereof),  together  with the
Purchase Form annexed  hereto duly  completed and signed by the Holder or by its
authorized or attorney, and upon payment to the Company of the aggregate Warrant
Price (as adjusted, if adjusted, pursuant to Section 7 hereof) for the number of
Shares in  respect  of which  this  Warrant  is then  exercised.  Payment of the
Warrant  Price shall be made in the form of a certified  or official  bank check
payable to the order of the Company.
<PAGE>

     The rights of purchase represented by this Warrant shall be exercisable, at
the election of the Holder, either in whole or from time to time in part and, in
the event  that this  Warrant  is  exercised  in respect of less than all of the
Shares  purchasable  upon  exercise  of this  Warrant  at any time  prior to the
Expiration  Date,  a new  Warrant  of like tenor and  representing  the right to
purchase the remaining Shares purchasable upon exercise of this Warrant shall be
issued to the Holder.

     1.2.  Issuance of Shares.  Subject to Section 3 hereof,  upon  surrender of
this Warrant and payment of the Warrant  Price as  aforesaid,  the Company shall
issue and cause to be delivered with all reasonable  dispatch to and in the name
of the Holder hereof a certificate or certificates for the number of full Shares
so  purchased  upon  the  exercise  of this  Warrant,  together  with  cash,  as
hereinafter  provided,  in respect of any fractional  Shares otherwise  issuable
upon such surrender.  Such  certificate or certificates  shall be deemed to have
been issued,  and the Holder shall be deemed to have become the holder of record
of such  Shares,  as of the close of business on the date of  surrender  of this
Warrant and payment of such Warrant Price, as aforesaid; provided, however, that
if, at the date of surrender of this Warrant and payment of such Warrant  Price,
the transfer books for the Common Stock or other securities purchasable upon the
exercise of this Warrant shall be closed,  the certificate or  certificates  for
the Shares in respect of which this Warrant is then exercised  shall be issuable
as of the  opening of  business  on the date on which  such books  shall next be
opened,  and until such date the  Company  shall be under no duty to deliver any
certificate for such Shares.

     1.3.  No  Fractional  Shares.  The  Company  shall not be required to issue
fractional Shares upon the exercise of this Warrant.  If any fraction of a Share
would,  except for the  provisions  of this  Section  1.3, be issuable  upon the
exercise of this Warrant (or specified portion  thereof),  the Company shall pay
to the Holder an amount in cash equal to the Fair Market  Value for one share of
Common Stock (as determined  pursuant to Section 7.1(i)  hereof),  multiplied by
such fraction.

     1.4.  Expiration Date. This Warrant and the rights of purchase  represented
hereby and the other rights of the Holder  hereunder shall terminate and be void
and of no  further  force and  effect  upon the date and time  (the  "Expiration
Date")  that is the  earlier  of (a) 5:00 P.M.,  Scottsdale,  Arizona  time,  on
January 1, 2007, (b) 5:00 P.M. Scottsdale,  Arizona time on the thirtieth (30th)
day  following  the date that the  Company  gives  notice to the Holder that the
Holder is in default of its obligations under the Credit Agreement,  dated as of
the date hereof between the Holder and the Company, unless the Holder cures such
default within such thirty (30) day period,  or (c) the date on which the Holder
delivers notice to the Company of the Holder's exercise of the repurchase option
set forth in Section 8 hereof.

     1.5  Representations  of Company.  The Company represents and warrants that
the authorized  capital  consists of 20,000,000  shares of Common Stock of which
7,187,937  shares  are issued  and  outstanding.  The  Company  has no  options,
warrants or convertible securities  outstanding,  and no person has any right to
acquire any shares of the Company's capital stock except as follows:

                                       2
<PAGE>

     (a) The  holders of  Qualified  Debt (as  defined in Section  7.2) have the
right, subject to certain conditions,  to acquire up to 818,182 shares of Common
Stock.

     (b) The Company has issued  options to its  employees to acquire  1,288,700
shares of Common Stock pursuant to its 2000 Stock Option and Incentive Plan. The
Company has issued to an executive  officer of the Company an option to purchase
578,560 shares of Common Stock.

     (c) Two (2) of the Company's  executive officers have the right to purchase
an aggregate of 54,545 shares of Common Stock ("Qualified Shares") at a price of
$2.20  per share as  payment  of their  right to  deferred  compensation  in the
aggregate amount of $120,000.  The officers' right to purchase  Qualified Shares
may  subsequently  be evidenced by a Warrant.  Those  officers will also receive
Warrants to purchase an  additional  54,545 shares of Common Stock at a price of
$2.20 per share.  The shares of Common Stock to be issued pursuant to the rights
and warrant  described  in this  Section  1.5(c) are  referred to as  "Qualified
Shares."

     (d) The Company has issued  warrants  which entitle the holders to purchase
up to 657,791 shares of Common Stock at a price of $2.20 per share.

The foregoing options, warrants and rights to acquire shares of Common Stock are
subject to  standard  provisions  for  adjustment  in the event of  transactions
similar to those described in Section 7.1 of this Warrant.

     Section 2. Transfer or Exchange of Warrant.

     2.1.  Transfer.  This  Warrant  shall be  transferable  only with the prior
written  consent  of the  Company,  which  consent  shall  not  be  unreasonably
withheld, and then, subject to Section 3 hereof, shall be transferable only upon
surrender of this Warrant to the Company at its Principal Office,  together with
the Assignment Form annexed hereto duly completed and signed by the Holder or by
its authorized attorney. In case of transfer by an attorney,  the original power
of attorney,  duly approved, or an official copy thereof, duly certified,  shall
be delivered  to the Company.  Upon any  registration  of transfer,  the Company
shall execute and deliver to the person  entitled  thereto a new Warrant of like
tenor and  representing  the right to purchase the same number of Shares as this
Warrant then entitles the Holder hereof to purchase.

     2.2.  Exchange.  This Warrant may,  with the prior  written  consent of the
Company,  be  exchanged  for another  Warrant,  or other  Warrants of  different
denominations,  of like tenor and  representing  in the  aggregate  the right to
purchase  the same number of Shares as this  Warrant  then  entitles  the Holder
hereof to purchase.  Any request to exchange  this Warrant  shall be made by the
Holder in writing delivered to the Company at its Principal Office.  Thereafter,
upon consent of the Company and  surrender of this  Warrant,  the Company  shall
execute and deliver to the Holder a new Warrant or Warrants, as the case may be,
as so  requested.  The term  "Warrant"  as used herein  includes  any Warrant or
Warrants into which this Warrant may be divided or exchanged as aforesaid.


                                       3
<PAGE>

     Section 3. Payment of Taxes.  The Company shall pay or cause to be paid all
documentary  stamp taxes, if any,  attributable to the initial  issuance of this
Warrant  and  Shares  issuable  upon the  exercise  of this  Warrant;  provided,
however,  that the Company  shall not be required to pay,  and the Holder  shall
pay, any tax or taxes that may be payable in respect of any transfer involved in
the issue or delivery of any Warrant or certificates  for Shares in a name other
than that of the Holder of this Warrant.

     Section 4.  Mutilated  or Missing  Warrant.  Upon receipt by the Company of
evidence  reasonably  satisfactory  to it of the  loss,  theft,  destruction  or
mutilation of this Warrant,  and (in the case of loss,  theft or destruction) of
reasonably satisfactory indemnification or bond, and (in the case of mutilation)
upon  surrender of this Warrant,  and upon  cancellation  of this  Warrant,  the
Company  shall execute and deliver to the Holder a new Warrant of like tenor and
representing  the right to purchase  the same  number of Shares as this  Warrant
then entitles the Holder hereof to purchase.  In connection with any application
for such substitute Warrant, the Holder hereof shall also comply with such other
reasonable  regulations and pay such other reasonable charges as the Company may
prescribe.

     Section 5. Principal Office;  Warrant Register. The principal office of the
Company (the "Principal Office") at the date of this Warrant is located at 10304
North  Hayden  Road.,  Suite 3,  Scottsdale,  Arizona  85258,  Attention:  Chief
Executive Officer. The Company may from time to time change its Principal Office
by notice in writing to the Holder.

     The Company shall maintain at its Principal Office a register (the "Warrant
Register") for registration of Warrants and transfers and exchanges of Warrants.
The Company shall be entitled to treat the registered  Holder of this Warrant as
the owner in fact hereof for all  purposes  and shall not be bound to  recognize
any  equitable  or other claim to or interest in this Warrant on the part of any
other  person.  The Company shall cancel any Warrant  surrendered  for exchange,
substitution, transfer or exercise in whole or in part.

     Section 6. Reservation of Shares. There have been reserved, and the Company
shall  at  all  times  until  the  Expiration  Date  keep  reserved,  out of its
authorized  Common  Stock,  a number of shares of  Common  Stock  sufficient  to
provide for the exercise of the rights of purchase  represented by this Warrant.
The Company  covenants  that all Shares which may be issued upon the exercise of
this Warrant shall, upon issue, be duly authorized,  validly issued, fully paid,
nonassessable, free of preemptive rights and free from all taxes, liens, charges
and security interests with respect to the issue thereof.

     Section 7. Adjustment of Warrant Price and Number of Shares. The number and
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price  per  share  shall be  subject  to  adjustment  from time to time upon the
happening of certain events, as follows:

     7.1.  Adjustments.  The number of Shares  purchasable  upon the exercise of
this Warrant and the Warrant Price shall be subject to adjustment as follows:


                                       4
<PAGE>

     (a) In case the  Company  shall at any time after the date of this  Warrant
(i)  pay a  dividend  or make  any  other  distribution  to all  holders  of its
outstanding  shares of Common  Stock in  shares  of Common  Stock  such that the
number of shares of Common Stock  outstanding  is increased,  (ii)  subdivide or
split-up its outstanding  shares of Common Stock into a greater number of shares
of Common  Stock,  (iii) combine its  outstanding  shares of Common Stock into a
smaller  number of shares of Common Stock or (iv) issue by  reclassification  of
its shares of Common Stock other  securities of the Company,  then the number of
Shares  purchasable  upon  exercise of this Warrant and any  Additional  Warrant
immediately  prior  thereto shall be adjusted so that the Holder hereof shall be
entitled to purchase  the kind and number of Shares or other  securities  of the
Company  that he would have owned or would have been  entitled to receive  after
the  happening  of any of the events  described  above had this  Warrant and the
Additional  Warrant been  exercised  immediately  prior to the happening of such
event or any record date with respect  thereto.  An adjustment  made pursuant to
this Section 7.1(a) shall become effective  immediately after the effective date
of such event, retroactive to the record date, if any, for such event.

     (b) In case the  Company  shall at any time after the date of this  Warrant
issue to any  person  any  additional  shares  of  Common  Stock  or  securities
convertible  into shares of Common Stock  (including  warrants and options) (the
"Additional  Securities"),  entitling them to subscribe to or purchase shares of
Common stock (or securities  convertible into shares of Common Stock) at a price
per share (or  having a  conversion  price  per  share)  that on the date of the
issuance of the  Additional  Securities  is lower than the then Warrant Price in
effect  immediately  prior  to such  issuance,  then  the  Warrant  Price  shall
automatically  be  reduced  to  the  issue  price,  purchase  price  or  initial
conversion  price per share of Common Stock,  as applicable,  of such Additional
Securities (the "Additional  Security Price").  If the Company issues Additional
Securities  after the issuance of any  Additional  Warrants  and the  Additional
Security Price is less than the Additional  Warrant Price in effect  immediately
prior to such issuance, then the Additional Warrant Price shall be automatically
adjusted to the Additional Security Price.  Adjustments pursuant to this Section
7.1(b)  shall  become  effective  immediately  after  the date  such  Additional
Securities are issued.

     (c) In case the  Company  shall at any time after the date of this  Warrant
distribute to all holders of its outstanding shares of Common Stock evidences of
its  indebtedness  or assets  (excluding  cash  dividends or  distributions)  or
securities  (excluding  (i) those  dividends  or  distributions  referred  to in
Section 7.1(a) above, and (ii) those rights, options and warrants referred to in
Sections 7.1(b) above),  the number of Shares  thereafter  purchasable  upon the
exercise of this Warrant shall be determined by multiplying the number of Shares
theretofore  purchasable  upon the exercise of this  Warrant by a fraction,  the
numerator  of which shall be the Fair Market Value per share of Common Stock (as
determined  pursuant to Section 7.1(i) below) on the date of such  distribution,
and the denominator of which shall be such Fair Market Value per share of Common
Stock,  less the fair market value (as  determined in good faith by the Board of
Directors  of the  Company,  whose  determination  shall be  conclusive)  of the
portion of the evidences of  indebtedness or assets or securities so distributed
applicable to one share of Common Stock.  Such adjustment shall be made whenever
any such  distribution  is  made,  and  shall  become  effective  on the date of
distribution,   retroactive  to  the  record  date  for  the   determination  of
shareholders entitled to receive such distribution.

                                       5
<PAGE>

     (d)  Whenever  the number of Shares  purchasable  upon the exercise of this
Warrant is adjusted as herein  provided the Warrant Price per share payable upon
exercise of this Warrant shall be adjusted (calculated to the nearest $.0001) by
multiplying  such  Warrant  Price  immediately  prior  to such  adjustment  by a
fraction,  the numerator of which shall be the number of Shares purchasable upon
the  exercise of this  Warrant  immediately  prior to such  adjustment,  and the
denominator  of which  shall be the  number of Shares  so  purchasable  upon the
exercise of the Warrant immediately after such adjustment. Each time the Warrant
Price per share is adjusted  pursuant to this Section  7.1(d),  a  corresponding
adjustment shall be made to the Additional  Warrant Price per share with respect
to each Additional Warrant that is then outstanding.

     (e)  Whenever  the number of Shares  purchasable  upon the exercise of this
Warrant or an  Additional  Warrant or the Warrant  Price or  Additional  Warrant
Price is adjusted as herein  provided,  the Company  shall  promptly mail to the
Holder of this Warrant notice of such adjustment or adjustments, together with a
certificate of a firm of independent public  accountants  selected in good faith
by the Board of  Directors  of the Company  (who may be the regular  accountants
employed by the Company) setting forth the number of Shares purchasable upon the
exercise of this Warrant and Additional Warrants and the Warrant Price per Share
and Additional  Warrant Price per Share after such  adjustment,  setting forth a
brief  statement of the facts  requiring  such  adjustment and setting forth the
computation by which such adjustment was made.

     (f) For the purpose of this Section 7.1, the term "shares of Common  Stock"
shall mean (i) the class of stock  designated as the Common Shares,  without par
value,  of the  Company at the date of this  Warrant or (ii) any other  class of
stock  resulting  from  successive  changes or  reclassification  of such shares
consisting solely of changes in par value, or from par value to no par value, or
from no par value to par value.  In the event  that any time,  as a result of an
adjustment  made pursuant to Section  7.1(a)  above,  the Holder of this Warrant
shall  become  entitled to purchase  any  securities  of the Company  other than
shares of Common  Stock,  thereafter  the  number of such  other  securities  so
purchasable  upon  exercise of this Warrant and any  Additional  Warrant and the
Warrant Price and Additional  Warrant Price of such securities  shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable  to the  provisions  with  respect to the Shares  contained  in this
Section 7.

     (g) If any Additional  Securities are issued subsequent to the date of this
Warrant and prior to a Liquidity  Event and  immediately  after the  issuance of
such Additional  Securities,  the number of Shares purchasable upon the exercise
of this  Warrant  and the  "Additional  Warrants"  (issued as  provided  in this
Section  7.1(g)) is less than two and eight- tenths percent (2.8%) of the number
of Deemed Shares (as defined  below) of Common  Stock,  then the Holder shall be
issued an  Additional  Warrant  that  will  enable  the  Holder  to  purchase  a
sufficient  number of shares of Common  Stock so that,  subject to the terms and
conditions  of  this  Section  7.1(g),  the  exercise  of this  Warrant  and the
Additional  Warrants  issued  pursuant to this  Section  7.1(g) would enable the
Holder to acquire two and  eight-tenths  percent  (2.8%) of the number of Deemed
Shares of Common  Stock as  determined  immediately  after the  issuance  of the
Additional  Securities.  Except as  otherwise  expressly  provided  herein,  the

                                       6
<PAGE>

provisions of any  Additional  Warrants  issued  pursuant to this Section 7.1(g)
shall be the same as the  provisions  of this Warrant  except that the number of
shares of Common Stock  initially  subject to the  Additional  Warrants shall be
determined as provided in this Section 7.1(g).  The initial  Additional  Warrant
Price per share of Additional Warrants (the "Additional Warrant Price") shall be
equal to the issue price,  purchase price or initial  conversion price per share
of Common Stock, as applicable,  of the Additional  Securities which resulted in
the issuance of the Additional Warrant.  The number of "Deemed Shares" of Common
Stock  shall be equal to the sum of (i) the  number  of  outstanding  shares  of
Common Stock, and (ii) the number of shares of Common Stock that would be issued
if all options,  warrants and other rights  described in Section 1.5  (excluding
the Warrant and the  Additional  Warrants)  were converted into Common Stock but
reduced  by the  number of shares of Common  Stock for which no  adjustment  was
required  pursuant to Sections  7.1(b) or 7.1(c) by reason of Section  7.2.  For
purposes of this Section 7.1(g), the number of shares of Common Stock that could
be acquired upon the exercise of this Warrant and any Additional  Warrants shall
be  determined as if no portion of this Warrant or any  Additional  Warrants had
been previously exercised.

     (h) For purposes of Section 7.1 (g), if, upon the expiration of any rights,
options,  warrants or conversion  privileges of any Additional  Securities,  any
thereof  shall not have been  exercised,  the  number of Shares of Common  Stock
purchasable upon the exercise of any Additional  Warrants issued with respect to
such Additional Securities shall each be readjusted and shall thereafter be such
as it would  have  been had it been  originally  adjusted  (or had the  original
adjustment  not been  required,  as the case  may be) as if the only  shares  of
Common Stock so issued were the shares of Common Stock, if any,  actually issued
or sold upon the  exercise  of such  rights,  options,  warrants  or  conversion
privileges;  provided,  however,  that no such  readjustment  with respect to an
Additional  Warrant shall have the effect of decreasing  the number of Shares of
Common Stock purchasable upon the exercise of an Additional Warrant by an amount
in excess of the  amount of the  adjustment  initially  made in  respect  of the
issuance,  sale or  grant  of  such  rights,  options,  warrants  or  conversion
privileges.

     (i) For the purpose of any  computation  under  Section  7.1(c),  the "Fair
Market  Value" per share of Common Stock at any date shall be the average of the
daily closing  prices per share of Common Stock for the 30  consecutive  trading
day period  ending on the second  trading  day prior to such date.  The  closing
price for each day shall be the last reported sale price regular way or, in case
no such  reported  sale takes place on such day,  the average of the closing bid
and asked  prices  regular  way for such day, in each case on the New York Stock
Exchange,  or, if the Common  stock is not listed or admitted to trading on such
exchange,  on the  principal  national  securities  exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not listed or
admitted  to trading on any  national  securities  exchange,  the average of the
highest  reported  bid and lowest  reported  asked  prices as  furnished  by the
National Association of Securities Dealers,  Inc. (the "NASD") through Nasdaq or
a similar organization if the NASD is no longer reporting such information.  If,
however,  at the date of any such  computation the Common stock is not listed or
admitted  to trading on any  exchange  or is not quoted by the NASD or a similar
organization,  the "Fair  Market  Value" per share of Common  Stock shall be the
fair market value of the shares of Common stock on such date,  as  determined in
good faith by the Board of Directors of the Company,  whose  determination shall
be evidenced by a duly adopted resolution of the Board of Directors and shall be
conclusive.

                                       7
<PAGE>

     7.2. Certain Exceptions to Adjustment.

     (a) Anything herein to the contrary  notwithstanding,  no adjustment in the
number of Shares purchasable upon the exercise of this Warrant or to the Warrant
Price  need be made  under  Sections  7.1 (b) and (g) if the  Company  issues or
distributes  to the Holder of this Warrant the rights,  options or warrants,  or
the evidences of indebtedness or assets or securities, referred to therein which
such Holder would have been entitled to receive had this Warrant been  exercised
prior to the happening of such event or the record date with respect thereto. No
adjustment need be made for a change in the par value of the Shares.

     (b) Anything herein to the contrary notwithstanding,  the Company shall not
be required to make any adjustment to the number of shares  purchasable upon the
exercise of this Warrant or any  Additional  Warrant or to the Warrant  Price in
the case of any  issuances  of (i) shares of Common Stock or options to purchase
Common  Stock issued for  compensatory  purposes to officers or directors of the
Company  pursuant to a management  stock option  plan,  incentive  plan or other
compensatory  arrangement  approved by the Board of  Directors of the Company in
good  faith,  or (ii)  shares  of Common  Stock  upon the  exercise  of any such
options;  provided,  however,  that if the aggregate  number of shares of Common
Stock issued  pursuant to clauses (i) and (ii) above  (excluding  shares  issued
upon the exercise of options outstanding on the date of this Agreement which are
described  in Section  1.5(b) or  1.5(c))  shall  exceed 10% of the  outstanding
Common Stock of the Company (as adjusted to take account of any  subdivision  of
the shares of Common  Stock into a greater  number of shares or  combination  of
such  shares  into a  smaller  number  of  shares),  then the  number  of shares
purchasable  upon the exercise of the Warrant  shall be adjusted with respect to
the  number of shares  so  issued  in  excess of such 10% limit as  provided  in
Sections 7.1(b) or (g), as applicable.

     (c) Anything herein to the contrary notwithstanding,  the Company shall not
be required to make any adjustment to the number of Shares  purchasable upon the
exercise of this Warrant or to the Warrant Price as a result of Shares of Common
Stock  issued upon the  exercise of options or other  securities  granted by the
Company prior to the date of this Warrant.

     (d) Anything herein to the contrary notwithstanding,  the Company shall not
be  required  to make any  adjustment  in the case of any  issuance of shares of
Common  Stock in exchange  for  Qualified  Debt plus  accrued  interest  thereon
regardless of whether such exchange is pursuant to any current conversion rights
of the holders of Qualified Debt, provided the issuance price for such shares of
Common Stock is not less than $1.10 per share  (subject to  adjustment  upon the
occurrence of any event described in Section 7.1(a) of this Warrant).  Qualified
Debt  means  convertible  debt of the  Corporation  in the  principal  amount of
$900,000 which is outstanding on the date of this Warrant.

     (e) Anything herein to the contrary notwithstanding,  the Company shall not
be required to make any  adjustment in the case of the issuance of any Qualified
Shares (as defined in Section 1.5(c)).

     8 (f) Except as provided in Section  7.1, no  adjustment  in respect of any
dividends  shall be made during the term of this Warrant or upon the exercise of
this Warrant.

     7.3.  Preservation of Purchase Rights Upon Merger,  Consolidation,  etc. In
case of any  consolidation  of the Company  with or merger of the  Company  into
another  person,  or in case of any merger of another  person  into the  Company
(other than a merger which does not result in any reclassification,  conversion,
exchange or cancellation of outstanding  shares of Common Stock of the Company),
or in case of any sale or transfer to another person of all or substantially all
of the assets of the Company,  the Holder of this  Warrant  shall have the right
thereafter,  upon payment of the Warrant  Price in effect  immediately  prior to
such action,  to purchase upon exercise of this Warrant only the kind and amount
of cash,  securities  and other  property  receivable  upon such  consolidation,
merger, sale or transfer 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 transfer,  assuming such holder of Common Stock
had failed to exercise its rights of election,  if any, as to the kind or amount
of cash,  securities  or other  property  receivable  upon  such  consolidation,
merger,  sale or transfer.  The  provisions of this Section 7.3 shall  similarly
apply to successive consolidations, mergers, sales or transfers.

     Section 8. Repurchase of Warrant.

     8.1.  Repurchase At the Option of the Holder. For a period of 30 days after
the earlier of (a)  December  1, 2006 or (b) the later of (i) a Liquidity  Event
Notice or (ii) the  occurrence  of a  Liquidity  Event (as defined  below),  the
Holder may, at its option and upon notice as provided below, require the Company
to purchase this Warrant at a purchase  price equal to the "Warrant  Value." The
Warrant Value shall be determined as follows:

     (a) If a Liquidity Event occurs prior to December 1, 2006, then the Warrant
Value  shall be equal to the greater of (i) (x) the IPO Value or the Sale Value,
as applicable, minus (y) the Warrant Price multiplied by the aggregate number of
Shares  purchasable  upon  exercise of this Warrant at the time of the Liquidity
Event; or (ii) $249,945 as adjusted to reflect any prior exercises of the rights
granted hereunder.

     (b) If no Liquidity  Event has occurred prior to December 1, 2006, then the
Warrant  Value  shall be equal to  $249,945  as  adjusted  to reflect  any prior
exercises of the rights granted  hereunder.  (By way of illustration,  if, as of
December 1, 2006,  no Liquidity  Event has occurred and the Holder has exercised
its right to purchase half of the Shares  purchasable  under this Warrant,  then
the Warrant Value would be $124,972.50.)

The  Company's  obligations  pursuant  to this  Section 8.1 will be secured by a
security  interest in $249,945 of accounts  receivable  of the Company,  and the
proceeds  thereof,  which  security  interest  shall be  granted  pursuant  to a
Security  Agreement  in the form  attached  hereto as Exhibit  A. Such  security
interest shall be junior and subordinate to the security  interest granted under
the Security Agreement of even date, executed by the Company,  which secures all
of the  "Obligations"  of the  Company,  as that term is  defined  in the Credit
Agreement, of even date, between Company and the Holder.

                                       9
<PAGE>

Upon the  occurrence  of a  Liquidity  Event or the  execution  of a  definitive
agreement  pursuant to which a Liquidity  Event would occur,  the Company  shall
provide  the Holder  with  notice (the  "Liquidity  Event  Notice")  which shall
describe in reasonable  detail the terms and conditions of such Liquidity Event,
including  an  estimate  of the fair  market  value of the  consideration  to be
received by the Company or its  shareholders  pursuant to such Liquidity  Event.
The  Company  shall  provide  such  additional  information  as the  Holder  may
reasonably  request  subject  to  the  Holder  executing  such   Confidentiality
Agreement as the Company may  reasonably  request.  The Company may delay giving
notice of the execution of a definitive agreement if the terms of such agreement
require that the Company delay such notice.

     8.2. Certain Definitions. For purposes of this Warrant, the following terms
have the following meanings:

     "Liquidity  Event"  means  the  first to occur  of (a) the  liquidation  or
dissolution  of the  Company,  (b)  the  sale  or  other  disposition  of all or
substantially all of the assets of the Company,  (c) the merger or consolidation
of the Company  with or into one or more other  persons as a result of which the
persons holding a majority of the Company's Common Stock cease to own a majority
of the common  equity of the  surviving  entity,  (d) the closing of the initial
public offering by the Company of its equity  securities (an "IPO"),  (e) any of
the Company's securities become registered under the Securities and Exchange Act
of 1934 or (f) any other sale or disposition of all or any majority  interest in
the  business  of the  Company to any person or  persons in any  transaction  or
series of  related  transactions,  whether  by  merger,  consolidation,  sale of
assets,  sale of capital stock (whether by the Company or any shareholder of the
Company) or otherwise.

     "IPO Value" shall be applicable  only if the Liquidity Event is an IPO, and
shall  mean the  result  of  multiplying  (a) the  aggregate  number  of  Shares
purchasable upon exercise of this Warrant, times (b) the closing price per share
of Common Stock on the closing  date of the IPO. The closing  price for such day
shall  be the  last  reported  sale  price  regular  way on the New  York  Stock
Exchange,  or, if the Common  stock is not listed or admitted to trading on such
exchange,  on the  principal  national  securities  exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not listed or
admitted  to trading on any  national  securities  exchange,  the average of the
highest reported bid and lowest reported asked prices on the Nasdaq Stock Market
as furnished by the National Association of Securities Dealers, Inc.

     "Sale Value" means the result of  multiplying  (a) the aggregate  number of
Shares  purchasable  upon  exercise of this Warrant,  times (b) a fraction,  the
numerator of which shall be the aggregate amount of cash, and the aggregate fair
market value of all  securities or other  property  receivable by holders of the
Company's  Common Stock in respect of any  Liquidity  Event (other than an IPO),
and the  denominator  of which shall be the total number of shares of the Common
Stock with respect to which consideration was received directly or indirectly as
a result of the Liquidity Event. For this purpose,  the fair market value of any
non-cash  property  receivable in respect of any such  Liquidity  Event shall be
determined  reasonably  and in good  faith  by the  Board  of  Directors  of the
Company.  If the Liquidity Event does not result in the receipt of cash or other
property  by the  Holders of the  Company's  Common  Stock then for  purposes of
computing  the Sale Value,  the amount of property  receivable by the holders of
the Company's  Common Stock shall be the amount,  as determined in good faith by
the Board of  Directors,  that such holders  would have  received if the Company
were dissolved following the Liquidity Event.

                                       10
<PAGE>

     8.3.  Exercise  Notice;  Closing.  The Holder may exercise  its  repurchase
option hereunder within 30 days after the first to occur of (a) December 1, 2006
or (b) a Liquidity  Event, by delivering  written notice of such exercise to the
Company  within such  30-day  period.  Within ten (10) days after the  Company's
receipt of such  notice of  exercise,  the Company  shall  deliver to the Holder
written notice of the date fixed for such  repurchase  (which shall be not later
than 30 days  after the date of the  Company's  notice)  and  setting  forth the
Company's  calculation of the repurchase  price hereunder in reasonable  detail.
The closing of the  purchase  and sale of this  Warrant  shall take place at the
Company's  Principal  Office  on the date  set  forth  in such  notice.  At such
closing,  the Company shall deliver the purchase  price to the Holder in cash by
wire  transfer  of  immediately  available  funds in such  amount to an  account
designated by the Holder prior to such closing date,  against  surrender of this
Warrant to the Company.

     8.4.  Resolution  of Disputed  Calculations.  In the event the Holder shall
disagree  with the  Company's  calculation  of any amount  provided  for in this
Section  8, the Holder  shall  promptly  (and in any event  within 30 days after
delivery  of the  notice of  exercise  referred  to in Section  8.3)  notify the
Company in writing,  and the parties will in the first  instance  cooperate with
each  other and use all  reasonable  efforts  to resolve  such  dispute  between
themselves within 15 days thereafter. If the parties are unable to resolve their
dispute  within  such 15-day  period,  they will  jointly  select and appoint an
independent   third-party   evaluator  (which  may  be  a  firm  of  independent
accountants,  investment  bankers or other  persons  mutually  acceptable to the
Holder and the Company) to resolve such  dispute in its  professional  judgment.
The parties will  promptly  provide all relevant  information  to, and otherwise
cooperate  with,  the evaluator  toward  resolving  such dispute  within 30 days
thereafter.  The  determinations of the evaluator will be conclusive and binding
on the Holder and the Company, and they will share all expenses of the evaluator
equally.  The closing of the sale and  purchase of the Warrant  provided  for in
Section 8.3 will be delayed pending the resolution of any such dispute.

     8.5. Violations.  Notwithstanding anything in this Warrant to the contrary,
the Company  shall not be  obligated  to purchase  the Warrant  hereunder to the
extent that such purchase would result in a breach or violation of, or a default
under, any law, rule or regulation or any order,  judgment,  decree or ruling of
any governmental  authority to which the Company is subject (a "Violation").  If
and to the extent (but only to the  extent)  that any  purchase of this  Warrant
would result in a Violation,  the Company  shall  purchase and pay for only that
portion of this Warrant,  if any, that would not result in a Violation,  and the
remaining  purchase  obligation of the Company shall  continue in full force and
effect and shall be due and payable at the earliest  date on which such purchase
would not result in a Violation,  and until such date,  the  remaining  purchase
price of this  Warrant  shall  accrue  interest  shall  accrue  simple  interest
(payable upon the payment of such principal  amount) at a variable rate equal to
the rate per annum publicly  announced by Bank One,  N.A.,  from time to time as
its prime (or base) rate.

     Section  9.   Restrictions   on   Assignment   and   Exercise  of  Warrant.
Notwithstanding  any  other  provisions  of this  Warrant,  the  Holder  may not
exercise  the  Warrant in whole or in part or exercise  any of  Holder's  rights

                                       11
<PAGE>

pursuant to Section 8 at any time the Holder is not in full  compliance with its
obligations  under the Credit Agreement between the Holder and the Company as of
the date that the Holder seeks to exercise any of its rights hereunder.

     Section 10. No Rights as  Shareholder.  Nothing  contained  herein shall be
construed as  conferring  upon the Holder hereof the right to vote or to receive
dividends or to consent to or receive  notice as a shareholder of the Company in
respect of any meeting of  shareholders  for the  election of  directors  of the
Company or any other matter,  or any rights  whatsoever as a shareholder  of the
Company.

     Section 11. Registration Rights. If the Company enters into an agreement (a
"Registration  Rights Agreement") with any of its holders of Common Stock or any
person that holds securities convertible into Common Stock pursuant to which the
Company is or may be  required  to  register  shares of Common  Stock  under the
Securities  Act of 1933,  the Company shall provide Holder with a notice of such
agreement  which shall include a copy of the  agreement.  For a period of thirty
(30) days  following  such  notice,  the Holder shall have the right to become a
party to such Registration  Rights Agreement on the same terms and conditions as
the holders of  registerable  securities.  The Holder  shall be entitled to be a
party to only one Registration Rights Agreement,  and if the Company enters into
more than one  Registration  Rights  Agreement,  the Holder shall be entitled to
become a party to each such agreement, but the Company may require the Holder to
terminate its rights pursuant to any  Registration  Rights Agreement to which is
he then a party as a condition to becoming a party to a subsequent  Registration
Rights Agreement.  In the event of the occurrence of a transaction  described in
Section  7.3,  the  Company  shall use its best  efforts  to obtain  for  Holder
registration  rights with respect to the  securities  into which this Warrant is
convertible subsequent to such transaction comparable to the rights specified in
this Section.

     Section 12.  Notices.  Any notice pursuant to this Warrant by the Holder of
this Warrant to the Company shall be in writing and shall be deemed to have been
duly given if and when  delivered or mailed by certified  mail,  return  receipt
requested,  to the Company at its Principal Office.  Any notice pursuant to this
Warrant by the  Company to the Holder of this  Warrant  shall be in writing  and
shall be deemed to have been duly given if and when mailed,  postage prepaid, to
such Holder at its last address as it appears in the Warrant Register.

     Section 13. Successors. All the covenants and provisions of this Warrant by
or for the  benefit of the  Company  shall bind and inure to the  benefit of its
successors  and assigns  hereunder.  The Company shall not merge or  consolidate
with or into any other person  unless the person  resulting  from such merger or
consolidation  (if not the Company) shall expressly  assume the due and punctual
performance  and  observance  of each and every  covenant and  condition of this
Warrant to be performed and observed by the Company.

     Section 14.  Captions.  The  captions of the  sections of this Warrant have
been inserted for convenience only and shall have no substantive effect.

                                       12

<PAGE>

     Section 15.  Governing Law. This Warrant shall be governed by and construed
in  accordance  with the laws of the  State of  Indiana,  without  regard to the
conflicts of laws principles thereof.

Dated: ___________________

                                              HEARTGEN CENTERS, INC.


                                              By ___________________________
                                                 [Name]
                                                 [Title]

ATTEST:


-----------------------------
        Secretary

                                       13
<PAGE>


                             HEARTGEN CENTERS, INC.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                                 PURCHASE FORM


     The undersigned registered Holder hereby irrevocably elects to exercise the
right of  purchase  represented  by the  within  Warrant  for,  and to  purchase
thereunder,  ____________ shares of the stock provided for therein,  and tenders
herewith payment of the aggregate  Warrant Price of such shares in the form of a
certified  or  official  bank check  payable to the order of the  Company in the
amount of  $_______________.  The undersigned  Holder requests that certificates
for such shares be issued in the name of such Holder, as follows:

 ------------------------------------------------------------------------------
            (PLEASE PRINT NAME, ADDRESS AND FEDERAL TAX I.D. NUMBER)

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

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

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


If said  number of  shares  shall not be all the  shares  purchasable  under the
within  Warrant,  the  undersigned  Holder  requests  that a new Warrant for the
balance  remaining  of the  shares  purchasable  under  the  within  Warrant  be
registered  in the  name  of the  undersigned  Holder  as  below  indicated  and
delivered to the address stated below.

Dated: __________________________


Name of
    Holder:_________________________________________________________________
                                 (PLEASE PRINT)

Address:______________________________________________________________________


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

Signature:__________________________________

                                       14
<PAGE>

                             HEARTGEN CENTERS, INC.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                                ASSIGNMENT FORM


     FOR VALUE  RECEIVED,  the undersigned  registered  Holder does hereby sell,
assign and transfer unto:

 ------------------------------------------------------------------------------
        (PLEASE PRINT NAME, ADDRESS FEDERAL TAX I.D. NUMBER OF ASSIGNEE)

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

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

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

the within Warrant and hereby  authorizes the transfer of  registration  of such
Warrant to the assignee on the Warrant Register. The undersigned further directs
the  Company to issue and  deliver to the  assignee,  at the  address  set forth
above,  a new Warrant of like tenor and  representing  the right to purchase the
same  number  of  Shares as the  within  Warrant  entitles  the  undersigned  to
purchase.

Dated:  _________________________


Name of
Holder:_________________________________________________________________
                                 (PLEASE PRINT)

Address:______________________________________________________________________


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

Signature:___________________________________


                                       15
<PAGE>

                                   Exhibit A