HEALTHRENU MEDICAL INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v035498_ex10-2.txt
<TEXT>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION
FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT
BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS
ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.

                            HEALTHRENU MEDICAL, INC.

                                  WARRANT FORM

      This Warrant is issued in connection with that certain Subscription
Agreement (the "Subscription Agreement") by and among HEALTHRENU MEDICAL, INC.,
a Nevada corporation (the "Company"), and _____________ (the "Investor").
Capitalized terms used herein, but not otherwise defined, shall have the meaning
given to them in the Subscription Agreement and the Note (the "Note") issued in
connection with the Subscription Agreement. In the event of a conflict between
the Subscription Agreement and the Note, the Subscription Agreement shall
govern.

      THIS CERTIFIES THAT, for value received, or its registered assigns is
entitled to purchase from the Company at any time or from time to time during
the period specified in Paragraph 2 hereof [two (2)/three(3)] fully paid and
nonassessable share of the Company's Common Stock, $.001 par value per share
(the "Common Stock") for each share of common stock issued upon conversion of
the Notes pursuant to the Subscription Agreement (the "Notes"), at an exercise
price per share equal to [the Conversion Price of the Notes for two
warrants/125% of the conversion price of the Notes for three warrants/150% of
the conversion price of the Notes for three warrants] (the "Exercise Price").

      The term "Warrant Shares," as used herein, refers to the shares of Common
Stock purchasable hereunder. The Warrant Shares and the Exercise Price are
subject to adjustment as provided in Paragraph 4 hereof. This Warrant is subject
to the following terms, provisions, and conditions:

      1. Manner of Exercise; Issuance of Certificates; Payment for Shares.
Subject to the provisions hereof, this Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), and upon payment to
the Company in cash, by certified or official bank check or by wire transfer for
the account of the Company of the Exercise Price for the Warrant Shares
specified in the Exercise Agreement for the Warrant Shares specified in the
Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued
to the holder hereof or such holder's designee, as the record owner of such
shares, as of the close of business on the date on which this Warrant shall have
been surrendered, the completed Exercise Agreement shall have been delivered,
and payment shall have been made for such shares as set forth above.
Certificates for the Warrant Shares so purchased, representing the aggregate
number of shares specified in the Exercise Agreement, shall be delivered to the
holder hereof within a reasonable time after this Warrant shall have been so
exercised. The certificates so delivered shall be in such denominations as may
be requested by the holder hereof and shall be registered in the name of such
holder or such other name as shall be designated by such holder. If this Warrant
shall have been exercised only in part, then, unless this Warrant has expired,
the Company shall, at its expense, at the time of delivery of such certificates,
deliver to the holder a new Warrant representing the number of shares with
respect to which this Warrant shall not then have been exercised.

                                      1
<PAGE>

      2. Period of Exercise. This Warrant is exercisable at any time or from
time to time on or after the date on which this Warrant is issued and delivered
pursuant to the terms of the Subscription Agreement and before 5:00 p.m., New
York, New York time on October 31, 2009 (the "Exercise Period")

      3. Certain Agreements of the Company. The Company hereby covenants and
agrees as follows:

      (a) Shares to be Fully Paid. All Warrant Shares will, upon issuance in
      accordance with the terms of this Warrant, be validly issued, fully paid,
      and nonassessable and free from all taxes, liens, and charges with respect
      to the issue thereof.

      (b) Reservation of Shares. During the Exercise Period, the Company shall
      at all times have authorized, and reserved for the purpose of issuance
      upon exercise of this Warrant, a sufficient number of shares of Common
      Stock to provide for the exercise of this Warrant.

      (c) Listing. The Company shall promptly secure the listing of the shares
      of Common Stock issuable upon exercise of the Warrant upon each national
      securities exchange or automated quotation system, if any, upon which
      shares of Common Stock are then listed (subject to official notice of
      issuance upon exercise of this Warrant) and shall maintain, so long as any
      other shares of Common Stock shall be so listed, such listing of all
      shares of Common Stock from time to time issuable upon the exercise of
      this Warrant.

      (d) Successors and Assigns. This Warrant will be binding upon any entity
      succeeding to the Company by merger, consolidation, or acquisition of all
      or substantially all the Company's assets.

      4. Adjustment and Antidilution Provisions.1. On or after the date of
issuance of this Warrant, the Warrant Exercise Price and number of shares
issuable pursuant to this Warrant shall be subject to adjustment as follows:

                                      2
<PAGE>

      (a) In case the Company shall (i) declare a dividend or make a
      distribution on its outstanding shares of Common Stock in shares of Common
      Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock
      into a greater number of shares, or (iii) combine or reclassify its
      outstanding shares of Common Stock into a smaller number of shares, the
      Exercise Price in effect at the time of the record date for such dividend
      or distribution or of the effective date of such subdivision, combination
      or reclassification shall be adjusted so that it shall equal the price
      determined by multiplying the Exercise Price by a fraction, the
      denominator of which shall be the number of shares of Common Stock
      outstanding after giving effect to such action, and the numerator of which
      shall be the number of shares of Common Stock immediately prior to such
      action. Such adjustment shall be made each time any event listed above
      shall occur.

      (b) Whenever the Exercise Price payable upon exercise of each Warrant is
      adjusted pursuant to Subsection (a) above, the number of shares
      purchasable upon exercise of this Warrant shall simultaneously be adjusted
      by multiplying the number of shares initially issuable upon exercise of
      this Warrant by the Exercise Price in effect on the date hereof and
      dividing the product so obtained by the Exercise Price, as adjusted.

      (c) All calculations under this Section 4 shall be made to the nearest
      cent or to the nearest one-hundredth of a share, as the case may be.
      Anything in this Section 4 to the contrary notwithstanding, the Company
      shall be entitled, but shall not be required, to make such changes in the
      Exercise Price in addition to those required by this Section 4, as it
      shall determine, in its sole discretion, to be advisable in order that any
      dividend or distribution in shares of Common Stock, or any subdivision,
      reclassification or combination of Common Stock, hereafter made by the
      Corporation shall not result in any Federal Income tax liability to the
      holders of the Common Stock or securities convertible into Common Stock
      (including warrant).

      (d) Whenever the Exercise Price is adjusted, as herein provided, the
      Corporation shall promptly cause a notice setting forth the adjusted
      Exercise Price and adjusted number of shares issuable upon exercise of
      each Warrant to be mailed to the Holder, at its last address appearing in
      the Company's Warrant Register. The Company may retain a firm of
      independent certified public accountants selected by the Board of
      Directors (who may be the regular accountants employed by the Company) to
      make any computation required by this Section 4, and a certificate signed
      by such firm shall be conclusive evidence of the correctness of such
      adjustment.

      5. Issue Tax. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

      6. No Rights or Liabilities as a Shareholder. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a shareholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Exercise Price or as a shareholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

                                      3
<PAGE>

      7. Transfer, Exchange, and Replacement of Warrant.

      (a) Restriction on Transfer. This Warrant and the rights granted to the
      holder hereof are transferable, in whole or in part, upon surrender of
      this Warrant, together with a properly executed assignment in the form
      attached hereto, at the office or agency of the Company referred to in
      Paragraph 7(e) below, provided, however, that any transfer or assignment
      shall be subject to the conditions set forth in Paragraph 7(f) hereof.
      Until due presentment for registration of transfer on the books of the
      Company, the Company may treat the registered holder hereof as the owner
      and holder hereof for all purposes, and the Company shall not be affected
      by any notice to the contrary.

      (b) Warrant Exchangeable for Different Denominations. This Warrant is
      exchangeable, upon the surrender hereof by the holder hereof at the office
      or agency of the Company referred to in Paragraph 7(e) below, for new
      Warrant of like tenor representing in the aggregate the right to purchase
      the number of shares of Common Stock which may be purchased hereunder,
      each of such new Warrant to represent the right to purchase such number of
      shares as shall be designated by the holder hereof at the time of such
      surrender.

      (c) Replacement of Warrant. Upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft, destruction, or mutilation
      of this Warrant and, in the case of any such loss, theft, or destruction,
      upon delivery of an indemnity agreement reasonably satisfactory in form
      and amount to the Company, or, in the case of any such mutilation, upon
      surrender and cancellation of this Warrant, the Company, at its expense,
      will execute and deliver, in lieu thereof, a new Warrant of like tenor.

      (d) Cancellation; Payment of Expenses. Upon the surrender of this Warrant
      in connection with any transfer, exchange, or replacement as provided in
      this Paragraph 7, this Warrant shall be promptly canceled by the Company.
      The Company shall pay all taxes (other than securities transfer taxes) and
      all other expenses (other than legal expenses, if any, incurred by the
      holder or transferees) and charges payable in connection with the
      preparation, execution, and delivery of Warrant pursuant to this Paragraph
      7.

      (e) Register. The Company shall maintain, at its principal executive
      offices (or such other office or agency of the Company as it may designate
      by notice to the holder hereof), a register for this Warrant, in which the
      Company shall record the name and address of the person in whose name this
      Warrant has been issued, as well as the name and address of each
      transferee and each prior owner of this Warrant.

                                      4
<PAGE>

      (f) Exercise or Transfer Without Registration. If, at the time of the
      surrender of this Warrant in connection with any exercise, transfer, or
      exchange of this Warrant, this Warrant (or, in the case of any exercise,
      the Warrant Shares issuable hereunder), shall not be registered under the
      Securities Act of 1933, as amended (the "Securities Act") and under
      applicable state securities or blue sky laws, the Company may require, as
      a condition of allowing such exercise, transfer, or exchange, (i) that the
      holder or transferee of this Warrant, as the case may be, furnish to the
      Company a written opinion of counsel, which opinion and counsel are
      acceptable to the Company, to the effect that such exercise, transfer, or
      exchange may be made without registration under said Act and under
      applicable state securities or blue sky laws, (ii) that the holder or
      transferee execute and deliver to the Company an investment letter in form
      and substance acceptable to the Company and (iii) that the transferee be
      an "accredited investor" as defined in Rule 501(a) promulgated under the
      Securities Act; provided that no such opinion, letter or status as an
      "accredited investor" shall be required in connection with a transfer
      pursuant to Rule 144 under the Securities Act. The first holder of this
      Warrant, by taking and holding the same, represents to the Company that
      such holder is acquiring this Warrant for investment and not with a view
      to the distribution thereof.

      8. Registration Rights. The initial holder of this Warrant (and certain
assignees thereof) shall have registration rights as set forth in Section 5 of
the Subscription Agreement.

      9. Notices. All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such holder at the address shown for such holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to the office of the Company at 12777 Jones Road, Suite
481, Houston, TX 77070, Attention: Chief Executive Officer, or at such other
address as shall have been furnished to the holder of this Warrant by notice
from the Company. Any such notice, request, or other communication may be sent
by facsimile, but shall in such case be subsequently confirmed by a writing
personally delivered or sent by certified or registered mail or by recognized
overnight mail courier as provided above. All notices, requests, and other
communications shall be deemed to have been given either at the time of the
receipt thereof by the person entitled to receive such notice at the address of
such person for purposes of this Paragraph 9, or, if mailed by registered or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier, if postage is prepaid
and the mailing is properly addressed, as the case may be.

      10. Governing Law. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS
ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT
SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
DISPUTE.

                                      5
<PAGE>

      11. Miscellaneous.

      (a) Amendments. This Warrant and any provision hereof may only be amended
      by an instrument in writing signed by the Company and the holder hereof.

      (b) Descriptive Headings. The descriptive headings of the several
      paragraphs of this Warrant are inserted for purposes of reference only,
      and shall not affect the meaning or construction of any of the provisions
      hereof.

      (c) Remedies. The Company acknowledges that a breach by it of its
      obligations hereunder will cause irreparable harm to the holder, by
      vitiating the intent and purpose of the transaction contemplated hereby.
      Accordingly, the Company acknowledges that the remedy at law for a breach
      of its obligations under this Warrant will be inadequate and agrees, in
      the event of a breach or threatened breach by the Company of the
      provisions of this Warrant, that the holder shall be entitled, in addition
      to all other available remedies at law or in equity, and in addition to
      the penalties assessable herein, to an injunction or injunctions
      restraining, preventing or curing any breach of this Warrant and to
      enforce specifically the terms and provisions thereof, without the
      necessity of showing economic loss and without any bond or other security
      being required.

                                      6
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

                                         HEALTHRENU MEDICAL, INC.

                                         By:
                                             --------------------
                                             Robert W. Prokos
                                             President & Chief Executive Officer

Dated as of _________________, 2006

                                      7
<PAGE>

                           FORM OF EXERCISE AGREEMENT

                                                       Dated:  ________ __, 200_

To: ______________________

      The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to purchase ________ shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by certified or official bank check in the
amount of $________. Please issue a certificate or certificates for such shares
of Common Stock in the name of and pay any cash for any fractional share to:

                                     Name:
                                          --------------------------------

                                     Signature:
                                     Address:
                                             -----------------------------

                                             -----------------------------
                                     Note: The above signature should correspond
                                           exactly with the name on the face of
                                           the within Warrant, if applicable.

and, if said number of shares of Common Stock shall not be all the shares
purchasable under the within Warrant, a new Warrant is to be issued in the name
of said undersigned covering the balance of the shares purchasable thereunder
less any fraction of a share paid in cash.

                                      8
<PAGE>

                               FORM OF ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

Name of Assignee                      Address                      No. of Shares
----------------                      -------                      -------------

      , and hereby irrevocably constitutes and appoints ______________________
as agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the premises.

Dated: ________ __, 200_

In the presence of:
                                          --------------------------------
                                     Name:
                                          --------------------------------

                                     Signature:
                                               ----------------------------
                                     Title of Signing Officer or Agent (if any):

                                     Address:
                                             -----------------------------

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

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

                                     Note: The above signature should correspond
                                           exactly with the name on the face of
                                           the within  Warrant, if applicable.

                                      9
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</DOCUMENT>
