**EXHIBIT4.15**

 

TRANSFER OF THE SECURITIES REPRESENTED BY THIS WARRANT ORTHE UNDERLYING COMMON STOCK IS SUBJECTTO CERTAIN RESTRICTIONS SET FORTH IN ANNEX I TO THIS WARRANT, STATEMENT OFRIGHTS OF WARRANTHOLDER.  NO TRANSFER OFSUCH SECURITIES OR OF THIS CERTIFICATE, OR OF ANY SECURITIES OR CERTIFICATESISSUED IN EXCHANGE THEREFOR, SHALL BE EFFECTIVE UNLESS THERE IS COMPLIANCE WITHTHE TERMS AND CONDITIONS OF SUCH RESTRICTIONS.

 

_________________________________________________________________________________________________________

 

**WARRANT**

** **

**For the Purchase of 50,000Common Shares**

** **

**of**

** **

**MEDIX RESOURCES,  INC.**

**(a Colorado corporation)**

 

            THIS CERTIFIESTHAT, for value received, Heather Urich, as registered owner (the "Owner") ofthis Warrant, is entitled, subject to Annex I hereto, at any time or from timeto time on or after October 2,2003, and at or before 5:30 p.m. EasternTime October 2, 2013, but not thereafter, to subscribe for, purchase andreceive 50,000 fully paid and non-assessable shares of common stock (the "Shares")of Medix Resources, Inc., a Colorado corporation (the "Corporation"), at theprice of $0.01 per Share (the "Exercise Price"), upon presentation andsurrender of this Warrant, and upon payment of the Exercise Price for theShares to be purchased, to the Corporation at the principal office of theCorporation as more fully described in the Statement of Rights ofWarrantholder, a copy of which is attached as Annex I hereto, and by thisreference made a part hereof; provided, however, that upon the occurrence ofany of the events specified in Annex I hereto, the rights granted by thisWarrant shall be terminated or adjusted as specified in such Annex.  Upon exercise of this Warrant, the form ofelection hereinafter provided must be duly executed and the instructions forregistration of the Shares acquired by such exercise must be completed.  If the subscription rights representedhereby shall not be exercised at or before 5:30 p.m., Eastern Time, on October2, 2013, or on such earlier date as may be applicable pursuant to Section 2 ofAnnex I, this Warrant shall become and be void without further force or effect,and all rights represented hereby shall cease and expire.

 

            Subject to theterms contained herein, this Warrant may be exercised in whole, but not inpart, by execution by the Owner of the form of exercise attached hereto.  

            

            IN WITNESS  WHEREOF, the Corporation has caused thisWarrant to be signed by its duly authorized officers and to be sealed with theseal of the Corporation.

 

                                                            MEDIX RESOURCES, INC.

October 2, 2003

 

Warrant No. s2003-0024                                                                                                       

                                                            By:  /s/Arthur Goldberg                                                                                         

                                                                 ArthurGoldberg, Chief Financial Officer               

 

(S E A L)

 

 

----

Form to beused to exercise Warrant:

 

 

 

**EXERCISE  FORM**

 

 

            The undersignedhereby elects irrevocably to exercise the within Warrant and to purchase______________ Common Shares of Medix Resources, Inc., called for hereby, andhereby makes payment of $___________(at the rate of $         per share) in payment of the Exercise Price pursuant hereto.  Please issue the shares as to which thisWarrant is exercised in accordance with the instructions given below.

 

 

Dated:     ______, __

 

 

 

Signature:____________________

 

 

INSTRUCTIONS  FOR  REGISTRATION  OF  SHARES

 

 

 

Name                                                                           

 

Address                                                                       

 

 

NOTICE:  The signature to the form to exercise orform to assign must correspond with the name as written upon the face of thewithin Warrant in every particular without alteration or enlargement or anychange whatsoever. If the name in which the common shares are to be registeredis not the same name as on the attached Warrant, then such new person may berequired to fill out a stock purchase agreement to demonstrate that he or sheis an "accredited investor" as defined in Regulation D promulgated by the SEC. 

 

 

 

 

 

 

# ANNEXI  

**MEDIX RESOURCES,  INC.**

** **

**STATEMENT  OF RIGHTS  OF  WARRANTHOLDER**

 

 

1.            Exchange ofWarrant.  This Warrant, at any timeprior to the exercise hereof, upon presentation and surrender to theCorporation, may be exchanged, alone or with other Warrants of like tenorregistered in the name of the same Owner, for another Warrant or other Warrantsof like tenor in the name of such Owner, exercisable for the same aggregatenumber of Shares as the Warrant or Warrants surrendered.

 

2.            Transfer andExercise of Warrant.

 

            (a)            THIS WARRANT MAY NOT BE SOLD,ASSIGNED, HYPOTHECATED OR TRANSFERRED, OTHER THAN BY WILL OR PURSUANT TO THELAWS OF DESCENT AND DISTRIBUTION, EXCEPT WITH THE PERMISSION OF THECORPORATION.  Each certificate for Warrantsissued hereunder shall bear a legend reading substantially as follows:

 

"TRANSFER OF THE SECURITIESREPRESENTED BY THIS WARRANT OR THE UNDERLYING COMMON STOCK IS SUBJECT TOCERTAIN RESTRICTIONS SET FORTH IN ANNEX I TO THIS WARRANT, STATEMENT OF RIGHTSOF WARRANTHOLDER.  NO TRANSFER OF SUCHSECURITIES OR OF THIS CERTIFICATE, OR OF ANY SECURITIES OR CERTIFICATES ISSUEDIN EXCHANGE THEREFOR, SHALL BE EFFECTIVE UNLESS THERE IS COMPLIANCE WITH THETERMS AND CONDITIONS OF SUCH RESTRICTIONS."
 

            In casethe Owner shall desire to exercise the purchase right evidenced by thisWarrant, the Owner shall surrender this Warrant with the form of exerciseattached hereto duly executed by the Owner, to the Corporation at the principaloffice of the Corporation at 420 Lexington Ave., Suite 1830, New York, NY10170, or any subsequent principal office, attention of the Chief FinancialOfficer accompanied by payment by certified funds, cashier's check or otherform of payment acceptable to the Corporation of the total Exercise Price(hereinafter defined) for the Shares to be purchased.  This Warrant may be exercised in whole, but not in part.  Unless the Corporation receives an opinionfrom counsel satisfactory to it that such a legend is not required in order toassure compliance with the Securities Act of 1933, as amended (the "1933 Act"),or any applicable state securities laws, each certificate for Shares issuedhereunder shall bear a legend reading substantially as follows:
 

 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, NOR HAVE THEY BEEN REGISTERED UNDER THE SECURITIES ("BLUE SKY") LAWSOF ANY STATE.  THESE SECURITIES MAY NOTBEEN SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS THEY HAVE FIRST BEENREGISTERED UNDER THE SECURITIES ACT OF 1933 AND UNDER THE APPLICABLE STATESECURITIES LAWS OR UNLESS THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATIONUNDER SUCH ACT AND LAWS IS ESTABLISHED TO THE SATISFACTION OF THE COMPANY,WHICH MAY NECESSITATE A WRITTEN OPINION OF SELLER'S COUNSEL SATISFACTORY TOCOMPANY COUNSEL.

 

            (b)            The exercise price (the"Exercise Price") per Share issuable upon the exercise of this Warrant shall be $0.01
 

            (c)            The term of this Warrant (the"Warrant Period") commences on October 2, 2003, and expires on October 2, 2013.

 

3.            Dispositionof Securities

 

            The registeredOwner of this Warrant, by acceptance hereof, so long as any certificateevidencing Warrants or underlying Shares bears any of the legends referred toabove, agrees that, before any disposition is made of any Warrant or underlyingShare, the Owner shall give written notice to the Corporation.  No such disposition shall be made unless anduntil:

 

            (a)            The Corporation has received anopinion from counsel for the Owner of said securities stating that noregistration under the 1933 Act or any state securities law is required withrespect to such disposition; or

 

            (b)            A registration statement under the1933 Act has been filed by the Corporation and made effective by the Securitiesand Exchange Commission ("SEC") covering such proposed disposition and thesecurities have been registered under the appropriate state securities laws oran exemption from registration is available. 

 

         The Corporation shall use its reasonable efforts to cause such registration statement to become effective with respect to the common stock underlying this Warrant, and to keep such registration statement effective at least until such securities are fully saleable under Rule 144 promulgated by the SEC.

 

4.         ShareDividends, Reclassification, Reorganization Provisions.

 

            (a)            If, prior to the expiration of thisWarrant by exercise or by its terms, the Corporation shall issue any of itsCommon Shares as a share dividend or subdivide the number of outstanding CommonShares into a greater number of shares, then, in either of such cases, theExercise Price per Share purchasable pursuant to this Warrant in effect at thetime of such action shall be proportionately reduced and the number of Sharesat the time purchasable pursuant to this Warrant shall be proportionatelyincreased; and conversely, if the Corporation shall contract the number ofoutstanding Common Shares by combining such shares into a smaller number ofshares, then, in such case, the Exercise Price per Share purchasable pursuantto this Warrant in effect at the time of such action shall be proportionatelyincreased and the number of Shares at that time purchasable pursuant to thisWarrant shall be proportionately decreased. If the Corporation shall, at any time during the life of this Warrant,declare a dividend payable in cash on its Common Shares and shall atsubstantially the same time offer to its shareholders a right to purchase newCommon Shares from the proceeds of such dividend or for an amount substantiallyequal to the dividend, all Common Shares so issued shall, for the purpose ofthis Warrant, be deemed to have been issued as a share dividend.  Any dividend paid or distributed upon theCommon Shares in shares of any other class of securities convertible intoCommon Shares shall be treated as a dividend paid in Common Shares to theextent that Common Shares are issuable upon the conversion thereof.

 

            (b)            If, prior to the expiration of thisWarrant by exercise or by its terms, the Corporation shall be recapitalized byreclassifying its outstanding Common Shares into shares with a different parvalue, or the corporation or a successor corporation shall consolidate or mergewith or convey all or substantially all of its or of any successorcorporation's property and assets to any other corporation or corporations (anysuch corporation being included within the meaning of the term "successorcorporation" used above in the event of any consolidation or merger of any suchcorporation with, or the sale of all or substantially all of the property ofany such corporation to, another corporation or corporations), the Owner ofthis Warrant shall thereafter have the right to purchase, upon the basis and onthe terms and conditions and during the time specified in this Warrant, in lieuof the Shares theretofore purchasable upon the exercise of this Warrant, suchshares, securities, or assets as may be issued or payable with respect to, orin exchange for, the number of Shares theretofore purchasable upon the exerciseof this Warrant had such recapitalization, consolidation, merger or conveyancenot taken place, and, in any such event, the rights of the Owner of thisWarrant to an adjustment in the number of Shares purchasable upon the exerciseof this Warrant as herein provided shall continue and be preserved in respectof any shares, securities, or assets which the Owner of this Warrant becomesentitled to purchase.

 

            (c)            If: (i) the Corporation shall take arecord of the holders of its Common Shares for the purpose of entitling them toreceive a dividend payable otherwise than in cash, or any other distribution inrespect of the Common Shares (including cash), pursuant to, without limitation,any spin-off, split-off, or distribution of the Corporation's assets:  or (ii) the Corporation shall take a recordof the holders of its Common Shares for the purpose of entitling them tosubscribe for or purchase any shares of any class or to receive any otherrights; or (iii) in the event of any classification, reclassification, or otherreorganization of the shares which the Corporation is authorized to issue,consolidation or merger of the Corporation with or into another corporation, orconveyance of all or substantially all of the asset of the Corporation; or (iv)in the event of the voluntary or involuntary dissolution, liquidation or windingup of the Corporation; then, and in any such case, the Corporation shall mailto the Owner of this Warrant, at least thirty (30) days prior thereto, a noticestating the date or expected date on which a record is to be taken for thepurpose of such dividend, distribution or rights, or the date on which suchclassification, reclassification, reorganization, consolidation, merger,conveyance, dissolution, liquidation, or winding up, as the case may be, willbe effected.  Such notice shall alsospecify the date or expected date, if any is to be fixed, as of which holdersof Common Shares of record shall be entitled to participate in such dividend,distribution, or rights, or shall be entitled to exchange their Common Sharesfor securities or other property deliverable upon such classification,reclassification, reorganization, consolidation, merger, conveyance,dissolution, liquidation, or winding up, as the case may be.

 

            (d)            If the Corporation, at any timewhile this Warrant shall remain unexpired and unexercised, shall dissolve,liquidate, or wind up its affairs, the Owner of this Warrant may thereafterreceive upon exercise hereof, in lieu of each Share which it would have beenentitled to receive, the same kind of amount of any securities or assets as maybe issuable, distributable, or payable upon any such dissolution, liquidation,or winding up with respect to each Common Share of the Corporation.

 

5.            Reservationof Shares Issuable on Exercise of Warrants.  The Corporation will, at all times, reserve and keep availableout of its authorized but unissued shares, solely for issuance upon theexercise of this Warrant, such number of Common Shares and other shares as fromtime to time shall be issuable upon the exercise of this Warrant and all othersimilar Warrants at the time outstanding.

 

6.         Loss, Theft,Destruction, or Mutilation.  Uponreceipt by the Corporation of evidence satisfactory to it (in the exercise ofits reasonable discretion) of the ownership of and the loss, theft,destruction, or mutilation of this Warrant, and receipt of any reasonableindemnity the Corporation shall require, the Corporation will execute anddeliver, in lieu thereof, a new Warrant of like tenor.

 

7.            WarrantholderNot a Shareholder.  The Owner ofthis Warrant, as such, shall not be entitled by reason of this Warrant to anyrights whatsoever of a shareholder of the Corporation.

 

8.         Taxes.  The Corporation will pay all taxes inrespect of the issue of this Warrant or the Shares issuable upon exercisethereof.

 

9.         Mailing of Notice.  All notices and other communications fromthe Corporation to the Owner of this Warrant shall be mailed by first class,certified mail, postage prepaid, to the address furnished to the Corporation inwriting by the Owner of this Warrant.