Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                             -----------------------
                            HEALTH EXPRESS USA, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                                     FLORIDA
         (State or Other Jurisdiction of Incorporation or Organization)
                                   65-0847995
                      (I.R.S. Employer Identification No.)

                       1761 HILLSBORO BOULEVARD, SUITE 203
                         DEERFIELD BEACH, FLORIDA 33442
                            TELEPHONE: (954) 570-5900
                    (Address of Principal Executive Offices)

               HEALTH EXPRESS USA, INC. 2003 INCENTIVE STOCK PLAN
                            (Full Title of the Plan)

                                  DOUGLAS BAKER
                       1761 HILLSBORO BOULEVARD, SUITE 203
                         DEERFIELD BEACH, FLORIDA 33442
                     (Name and Address of Agent For Service)

                            TELEPHONE: (954) 570-5900
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:
                             Clayton E. Parker, Esq.
                             Harris C. Siskind, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131


                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
<TABLE>
<CAPTION>
==========================================================================================================
                                             PROPOSED MAXIMUM     PROPOSED MAXIMUM         AMOUNT OF
TITLE OF SECURITIES          AMOUNT           OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION FEE
TO BE REGISTERED        TO BE REGISTERED       PER SHARE (1)          PRICE (1)               (1)
----------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>                <C>                   <C>
Common Stock, par
value $0.001 per
share                    400,000 shares            $0.91              $364,000              $33.48
----------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule  457(h)(1) of the  Securities  Exchange  Act of 1934,  the
     proposed  maximum  offering  price per share,  proposed  maximum  aggregate
     offering price and amount of registration  fee were computed based upon the
     average of the bid and ask  prices of the  shares of Common  Stock on April
     21, 2003.

<PAGE>

                                     PART I


                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

        The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

      The following  documents have been previously filed by Health Express USA,
Inc.  ("Health  Express")  with the  Securities  and  Exchange  Commission  (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

           (a) Health Express's Annual Report on Form 10-KSB for the fiscal year
ended  December 29, 2002 filed with the Commission on March 26, 2003, as amended
on April 21, 2003.

           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

           (c) The description of Health Express's Common Stock contained in its
Registration  Statement on Form SB-2 filed with the Commission on April 4, 2003,
pursuant to the Act,  including any amendment or report filed for the purpose of
updating such description.

      All documents  subsequently  filed by Health  Express with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the  consulting  agreements  that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

      Not Applicable.

                                       2

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

INDEMNIFICATION

      The  Articles  of  Incorporation  of Health  Express  provide  that Health
Express shall  indemnify a director or officer of Health  Express who was wholly
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which the director or officer was a party  because the director or officer is or
was a director or officer of Health Express against reasonable attorney fees and
expenses  incurred by the director or officer in connection with the proceeding.
Health Express may indemnify an individual made a party to a proceeding  because
the  individual  is or was a  director,  officer,  employee  or agent of  Health
Express (including the heirs,  estates,  executors,  administrators and personal
representatives of such persons) against liability if authorized in the specific
case after determination, in the manner required by the board of directors, that
indemnification of the director, officer, employee or agent, as the case may be,
is permissible in the circumstances because the director,  officer,  employee or
agent has met the standard of conduct set forth by the board of  directors.  The
indemnification  and  advancement  of attorney fees and expenses for  directors,
officers,  employees and agents of Health  Express shall apply when such persons
are serving at Health Express'  request while a director,  officer,  employee or
agent of Health Express,  as the case may be, as a director,  officer,  partner,
trustee,   employee  or  agent  of  another  foreign  or  domestic  Corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
whether or not for profit,  as well as in their  official  capacity  with Health
Express.  Health Express also may pay for or reimburse the  reasonable  attorney
fees and expenses incurred by a director,  officer,  employee or agent of Health
Express who is a party to a proceeding  in advance of final  disposition  of the
proceeding. Health Express also may purchase and maintain insurance on behalf of
an  individual  arising  from the  individual's  status as a director,  officer,
employee or agent of Health  Express,  whether or not Health  Express would have
power to indemnify the individual against the same liability under the law.

FLORIDA LAWS

      The Florida  Business  Corporation  Act ("FBCA")  provides that in certain
cases,  each officer and  director of the Company  shall be  indemnified  by the
Company  against  certain costs,  expenses and  liabilities  which he or she may
incur in his or her capacity as such.  FBCA ss.  607.0850  ("Indemnification  of
officers, directors, employees and agents") provides:

      (1) A corporation shall have power to indemnify any person who was or is a
party to any  proceeding  (other  than an action  by,  or in the  right of,  the
corporation),  by  reason  of the fact  that he is or was a  director,  officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint  venture,  trust,  or  other  enterprise  against  liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed to, the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful. The termination of any proceeding by judgment,  order, settlement,
or conviction or upon a plea of NOLO CONTENDERE or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which he  reasonably  believed  to be in, or not  opposed  to,  the best
interests  of the  corporation  or,  with  respect  to any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      (2) A corporation shall have power to indemnify any person,  who was or is
a party to any  proceeding  by or in the right of the  corporation  to procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses and amounts paid in settlement  not  exceeding,  in the judgment of the
board of  directors,  the  estimated  expense of  litigating  the  proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the  corporation,  except  that no  indemnification  shall  be made  under  this
subsection  in respect of any claim,  issue,  or matter as to which such  person
shall have been adjudged to be liable  unless,  and only to the extent that, the
court in which such  proceeding  was  brought,  or any other court of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.

      (3) To the  extent  that a  director,  officer,  employee,  or  agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim,  issue,  or matter  therein,  he shall be  indemnified  against  expenses
actually and reasonably incurred by him in connection therewith.

      (4) Any  indemnification  under  subsection (1) or subsection  (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the

                                       3

<PAGE>

director,  officer, employee, or agent is proper in the circumstances because he
has met the  applicable  standard  of  conduct  set forth in  subsection  (1) or
subsection (2). Such determination shall be made:

           (a)  By the  board  of  directors  by a  majority  vote  of a  quorum
consisting of directors who were not parties to such proceeding;

           (b) If such a quorum is not  obtainable  or, even if  obtainable,  by
majority vote of a committee duly designated by the board of directors (in which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to the proceeding;

           (c) By independent legal counsel;

                1.  Selected by the board of directors  prescribed  in paragraph
(a) or the committee prescribed in paragraph (b); or

                2. If a quorum of the directors cannot be obtained for paragraph
(a) and the committee  cannot be designated  under  paragraph  (b),  selected by
majority vote of the full board of directors (in which directors who are parties
may participate); or

           (d) By the shareholders by a majority vote of a quorum  consisting of
shareholders  who were not parties to such  proceeding  or, if no such quorum is
obtainable,  by a majority  vote of  shareholders  who were not  parties to such
proceeding.

      (5)  Evaluation of the  reasonableness  of expenses and  authorization  of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

      (6)  Expenses  incurred by an officer or director in  defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is  ultimately  found not to
be entitled to  indemnification  by the  corporation  pursuant to this  section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

      (7) The  indemnification  and advancement of expenses provided pursuant to
this section are not exclusive,  and a corporation may make any other or further
indemnification  or advancement  of expenses of any of its directors,  officers,
employees,  or  agents,  under any bylaw,  agreement,  vote of  shareholders  or
disinterested  directors,  or  otherwise,  both  as to  action  in his  official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

           (a) A violation of the criminal law,  unless the  director,  officer,
employee, or agent had reasonable cause to believe his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful;

           (b) A transaction  from which the  director,  officer,  employee,  or
agent derived an improper personal benefit;

           (c) In the  case  of a  director,  a  circumstance  under  which  the
liability provisions of ss. 607.0834 are applicable; or

           (d)  Willful  misconduct  or  a  conscious  disregard  for  the  best
interests  of  the  corporation  in a  proceeding  by or in  the  right  of  the
corporation  to procure a judgment in its favor or in a proceeding  by or in the
right of a shareholder.

      (8)  Indemnification  and  advancement  of  expenses  as  provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators

                                       4

<PAGE>

of such a person, unless otherwise provided when authorized or ratified.

      (9) Unless the corporation's  articles of incorporation provide otherwise,
notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite any contrary  determination  of the board or of the  shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for  indemnification  or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court,  after  giving  any  notice  that  it  considers  necessary,   may  order
indemnification  and  advancement of expenses,  including  expenses  incurred in
seeking  court-ordered   indemnification  or  advancement  of  expenses,  if  it
determines that:

           (a)  The  director,  officer,  employee,  or  agent  is  entitled  to
mandatory  indemnification  under  subsection (3), in which case the court shall
also order the corporation to pay the director  reasonable  expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;

           (b)  The  director,  officer,  employee,  or  agent  is  entitled  to
indemnification  or advancement of expenses,  or both, by virtue of the exercise
by the corporation of its power pursuant to subsection (7); or

           (c)  The  director,   officer,  employee,  or  agent  is  fairly  and
reasonably  entitled to indemnification or advancement of expenses,  or both, in
view of all the relevant  circumstances,  regardless  of whether such person met
the  standard  of  conduct  set forth in  subsection  (1),  subsection  (2),  or
subsection (7).

      (10) For purposes of this section,  the term  "corporation"  includes,  in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

      (11) For purposes of this section;

           (a) The term "other enterprises" includes employee benefit plans;

           (b) The term "expenses"  includes  counsel fees,  including those for
appeal;

           (c) The term  "liability"  includes  obligations  to pay a  judgment,
settlement,  penalty, fine (including an excise tax assessed with respect to any
employee  benefit  plan),  and expenses  actually and  reasonably  incurred with
respect to a proceeding;

           (d) The  term  "proceeding"  includes  any  threatened,  pending,  or
completed action,  suit, or other type of proceeding,  whether civil,  criminal,
administrative, or investigative and whether formal or informal;

           (e) The term "agent" includes a volunteer;

           (f) The term "serving at the request of the corporation" includes any
service as a  director,  officer,  employee,  or agent of the  corporation  that
imposes duties on such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries; and

           (g) The term "not  opposed to the best  interest of the  corporation"
describes  the  actions  of a person  who acts in good  faith and in a manner he
reasonably  believes  to be in  the  best  interests  of  the  participants  and
beneficiaries of an employee benefit plan.

      (12) A corporation shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer,  employee,  or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and  incurred by him in any such  capacity or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this section.

                                       5

<PAGE>

      The Company maintains an insurance policy that provides protection, within
the maximum  liability  limits of the policy and subject to a deductible  amount
for each claim, to the Company under its indemnification  obligations and to the
directors  and officers of the Company with respect to certain  matters that are
not covered by the Company's indemnification obligations.

SEC POSITION ON INDEMNIFICATION

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small  business  issuer  has been  advised  that in the  opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

      Not applicable.


ITEM 8.  EXHIBITS.
         --------

EXHIBIT
NO.           DESCRIPTION                        LOCATION
---------     ------------------------------     -------------------------------
4.1           Health Express USA, Inc.           Provided herewith
              2003 Stock Incentive Plan

5.1           Opinion of Kirkpatrick             Provided herewith
              & Lockhart LLP re: legality

23.1          Consent of Kirkpatrick             Incorporated  by  reference  to
              & Lockhart LLP                     Exhibit     5.1     of     this
                                                 Registration  Statement,  which
                                                 contains    the    consent   of
                                                 Kirkpatrick & Lockhart LLP

23.2          Consent of Ahearn, Jasco           Provided herewith
              + Company, P.A.
24.1          Power of Attorney                  Incorporated  by  reference  to
                                                 the  signature   page  of  this
                                                 Registration  Statement on Form
                                                 S-8

ITEM 9.  UNDERTAKINGS.
         ------------

      (a) The undersigned registrant will:

           (1) File,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

                (i) Include any prospectus  required by Section  10(a)(3) of the
Securities Act of 1933 (the "Act");

                (ii) Reflect in the prospectus any facts or events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                (iii)  Include any  additional or changed  material  information
with  respect  to the  plan of  distribution  not  previously  disclosed  in the
Registration  Statement  or any  material  change  to  such  information  in the
Registration  Statement;   provided,  however,  that  paragraphs  (a)(1)(i)  and
(a)(1)(ii)  do not apply if the  Registration  Statement  is on Form S-3 or Form
S-8, and the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  registrant

                                       6

<PAGE>

pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

           (2) For purposes of  determining  any liability  under the Act, treat
each  post-effective  amendment as a new registration  statement relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

           (3) File a post-effective  amendment to remove from  registration any
of the securities that remain unsold at the end of the offering.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

      (c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 3 of Regulation S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

      (d) Insofar as indemnification  for liabilities  arising under the Act may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       7

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, on April 22, 2003.

                                         HEALTH EXPRESS USA, INC.

                                         By:     /s/ Douglas Baker
                                            -----------------------------------
                                         Printed Name:  Douglas Baker
                                         Title:         Chief Executive Officer
                                                         and Director

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and   appoints   Douglas   Baker,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the Board of
Directors of Health Express.

Date:          April 22, 2003                 By:     /s/ Douglas Baker
        ---------------------                    ----------------------
                                              Name:   Douglas Baker
                                              Title:  Chief Executive Officer
                                                        and Director


Date:          April 22, 2003                 By:     /s/ Marco D'Alonzo
        ---------------------                    -----------------------
                                              Name:   Marco D'Alonzo
                                              Title:  Chief Operating Officer,
                                                        Secretary and Director


Date:          April 22, 2003                 By:     /s/ Raymond Nevin
        ---------------------                    ----------------------
                                              Name:   Raymond Nevin
                                              Title:  President


Date:          April 22, 2003                 By:     /s/ Patricia Durante
        ---------------------                    -------------------------
                                              Name:   Patricia Durante
                                              Title:  Chief Financial Officer


Date:          April 22, 2003                 By:     /s/ Edward Meyer
        ---------------------                    ---------------------
                                              Name:   Edward Meyer
                                              Title:  Director


Date:          April 22, 2003                 By:     /s/ Susan Greenfield
        ---------------------                    -------------------------
                                              Name:   Susan Greenfield
                                              Title:  Director

                                       8

<PAGE>

                                  EXHIBIT 4.1
                                  -----------

                            HEALTH EXPRESS USA, INC.
                            2003 STOCK INCENTIVE PLAN


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

                                   ARTICLE I.

                        PURPOSE AND ADOPTION OF THE PLAN

      1.1  PURPOSE.  The  purpose of the Health  Express  USA,  Inc.  2003 Stock
Incentive  Plan  (hereinafter  referred  to  as  the  "PLAN")  is to  assist  in
attracting and retaining highly competent key employees,  non-employee directors
and consultants and to act as an incentive in motivating selected key employees,
non-employee  directors and consultants of Health Express USA, Inc. (hereinafter
the "COMPANY")  and its  Subsidiaries  (as defined  below) to achieve  long-term
corporate  objectives.  Additionally,  the purpose of the Plan is to  compensate
employees,  non-employee  directors and consultants with shares of the Company's
common stock in lieu of cash compensation.

      1.2  ADOPTION  AND  TERM.  The  Plan  has been  approved  by the  Board of
Directors  (hereinafter  referred  to as  the  "Board")  of the  Company,  to be
effective April 22, 2003 (the "EFFECTIVE DATE"). The Plan shall remain in effect
until terminated by action of the Board.

                                   ARTICLE II.

                                   DEFINITIONS

      For the purposes of this Plan,  capitalized terms shall have the following
meanings:

      2.1  "AWARD"  means  any  grant  to a  Participant  of  Restricted  Shares
described in Article VI.

      2.2 "AWARD  AGREEMENT" means a written agreement between the Company and a
Participant or a written  notice from the Company to a Participant  specifically
setting forth the terms and conditions of an Award granted under the Plan.

      2.3 "AWARD PERIOD" means, with respect to an Award, the period of time set
forth in the Award Agreement  during which SPECIFIED  target  performance  goals
must be achieved or other  conditions  set forth in the Award  Agreement must be
satisfied.

      2.4 "BENEFICIARY" means an individual,  trust or estate who or which, by a
written designation of the Participant filed with the Company or by operation of
law,  succeeds to the rights and obligations of the  Participant  under the Plan
and an Award Agreement upon the Participant's death.

      2.5 "BOARD" means the Board of Directors of the Company.

      2.6 "CODE" means the Internal Revenue Code of 1986, as amended. References
to a section of the Code  include  that  section and any  comparable  section or
sections of any future  legislation that amends,  supplements or supersedes said
section.

      2.7 "COMMITTEE" means the committee established in accordance with Section
3.1.

      2.8 "COMPANY" means Health Express USA, Inc., a Florida  corporation,  and
its successors.

      2.9 "COMMON STOCK" means common stock of the Company, par value $0.001 per
share.

      2.10 "COMPANY  VOTING  SECURITIES"  means the combined voting power of all
outstanding securities of the Company entitled to vote generally in the election
of directors of the Company.

                                  Exhibit 4.1-1

<PAGE>

      2.11 "DATE OF GRANT"  means the date  designated  by the  Committee as the
date as of which it grants an Award, which shall not be earlier than the date on
which the Committee approves the granting of such Award.

      2.12 "EFFECTIVE DATE" shall have the meaning given to such term in Section
1.2.

      2.13 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      2.14 "FAIR MARKET  VALUE" means,  as of any  applicable  date:  (i) if the
Common Stock is listed on a national  securities  exchange or is authorized  for
quotation on The Nasdaq  National  Market  System  ("NMS"),  the closing  price,
regular way, of the Common Stock on such exchange or NMS, as the case may be, on
such date or if no sale of the Common Stock shall have occurred on such date, on
the next  preceding date on which there was such a reported sale; or (ii) if the
Common  Stock is not listed for  trading on a national  securities  exchange  or
authorized for quotation on NMS, the closing bid price as reported by The Nasdaq
SmallCap  Market on such date,  or if no such price shall have been reported for
such date, on the next preceding  date for which such price was so reported;  or
(iii) if the Common  Stock is not listed  for  trading on a national  securities
exchange or authorized  for quotation on NMS or The Nasdaq  SmallCap  Market (if
applicable),  the last  reported  bid price  published  in the "pink  sheets" or
displayed on the National  Association  of  Securities  Dealers,  Inc.  ("NASD")
Electronic  Bulletin  Board,  as the case may be; or (iv) if the Common Stock is
not listed for trading on a national securities exchange,  is not authorized for
quotation on NMS or The Nasdaq SmallCap Market and is not published in the "pink
sheets" or  displayed on the NASD  Electronic  Bulletin  Board,  the fair market
value of the Common Stock as determined in good faith by the Committee.

      2.15  "MERGER"  means any  merger,  reorganization,  consolidation,  share
exchange,  transfer  of  assets  or  other  transaction  having  similar  effect
involving the Company.

      2.16  "NON-EMPLOYEE  DIRECTOR"  means a member of the Board who (i) is not
currently  an  officer or  otherwise  employed  by the  Company or a parent or a
subsidiary  of the  Company,  (ii) does not  receive  compensation  directly  or
indirectly  from the  Company or a parent or a  subsidiary  of the  Company  for
services  rendered as a consultant or in any capacity  other than as a director,
except for an amount for which disclosure would not be required pursuant to Item
404(a) of  Regulation  S-K,  (iii)  does not  possess an  interest  in any other
transaction for which  disclosure  would be required  pursuant to Item 404(a) of
Regulation  S-K,  and (iv) is not engaged in a business  relationship  for which
disclosure would be required pursuant to Item 404(b) of Regulation S-K.

      2.17  "OUTSTANDING  COMMON  STOCK"  means,  at any time,  the  issued  and
outstanding shares of Common Stock.

      2.18 "PARTICIPANT" means a person designated to receive an Award under the
Plan in accordance with Section 5.1.

      2.19 "PLAN" means the Health  Express USA, Inc. 2003 Stock  Incentive Plan
as described herein, as the same may be amended from time to time.

      2.20  "RESTRICTED   SHARES"  means  shares  of  Common  Stock  subject  to
restrictions,  if any,  imposed in connection  with Awards granted under Article
VI.

      2.21 "RETIREMENT" means early or normal retirement under a pension plan or
arrangement of the Company or one of its  Subsidiaries  in which the Participant
participates.

      2.22 "SUBSIDIARY"  means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.

      2.23  "TERMINATION  OF  EMPLOYMENT"  means the  voluntary  or  involuntary
termination of a  Participant's  employment with the Company or a Subsidiary for
any reason,  including  death,  disability,  retirement  or as the result of the
divestiture of the  Participant's  employer or any similar  transaction in which
the Participant's  employer ceases to be the Company or one of its Subsidiaries.
Whether  entering   military  or  other  government   service  shall  constitute
Termination of Employment, or whether a Termination of Employment shall occur as
a result of disability, shall be determined in each case by the Committee in its
sole  discretion.  In the case of a  consultant  who is not an  employee  of the
Company or a  Subsidiary,  Termination  of  Employment  shall mean  voluntary or
involuntary  termination of the consulting  relationship for any reason.  In the
case of a Non-Employee Director,  Termination of Employment shall mean voluntary
or involuntary termination,  non-election, removal or other act which results in
such Non-Employee Director no longer serving in such capacity.

                                  Exhibit 4.1-2

<PAGE>

                                  ARTICLE III.

                                 ADMINISTRATION

      3.1 COMMITTEE.  The Plan shall be administered by a committee of the Board
(the  "Committee")  comprised of at least two persons.  The Committee shall have
exclusive and final  authority in each  determination,  interpretation  or other
action  affecting the Plan and its  Participants.  The Committee  shall have the
sole  discretionary  authority to interpret  the Plan,  to establish  and modify
administrative rules for the Plan, to impose such conditions and restrictions on
Awards as it determines  appropriate,  and to take such steps in connection with
the Plan and Awards granted hereunder as it may deem necessary or advisable. The
Committee may,  subject to compliance with applicable legal  requirements,  with
respect to  Participants  who are not subject to Section  16(b) of the  Exchange
Act,  delegate  such of its  powers  and  authority  under  the Plan as it deems
appropriate to designated officers or employees of the Company. In addition, the
Board may exercise any of the authority conferred upon the Committee  hereunder.
In the event of any such delegation of authority or exercise of authority by the
Board,  references in the Plan to the Committee  shall be deemed to refer to the
delegate of the Committee or the Board, as the case may be.

                                   ARTICLE IV.

                                     SHARES

      4.1  NUMBER  OF SHARES  ISSUABLE.  The  total  number of shares  initially
authorized to be issued under the Plan shall be 400,000  shares of Common Stock.
The number of shares  available for issuance  under the Plan shall be subject to
adjustment  in  accordance  with Section 7.6. The shares to be offered under the
Plan shall be authorized and unissued  shares of Common Stock,  or issued shares
of Common Stock which will have been reacquired by the Company.

      4.2 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Common Stock subject to
any Award that are otherwise  surrendered by a Participant may be subject to new
Awards under the Plan.

                                   ARTICLE V.

                                  PARTICIPATION

      5.1  ELIGIBLE  PARTICIPANTS.  Participants  in the Plan  shall be such key
employees,  Non-Employee  Directors  and  consultants  of the  Company  and  its
Subsidiaries, whether or not members of the Board, as the Committee, in its sole
discretion,  may designate from time to time. The  Committee's  designation of a
Participant in any year shall not require the Committee to designate such person
to receive Awards in any other year.  The Committee  shall consider such factors
as it deems pertinent in selecting Participants and in determining the types and
amounts of their respective Awards.

                                   ARTICLE VI.

                                RESTRICTED SHARES

      6.1 RESTRICTED SHARE AWARDS. The Committee may grant to any Participant an
Award of such  number  of  shares of  Common  Stock on such  terms,  conditions,
restrictions and price, whether based on performance standards,  granted in lieu
of cash  compensation,  periods of  service,  retention  by the  Participant  of
ownership of purchased or designated  shares of Common Stock or other  criteria,
as the Committee shall  establish,  including no  restrictions.  With respect to
performance-based   Awards  of  Restricted   Shares   intended  to  qualify  for
deductibility under Section 162(m) of the Code, performance targets will include
specified  levels of one or more of  operating  income,  return  or  investment,
return on stockholders' equity,  earnings before interest,  taxes,  depreciation
and  amortization  and/or earnings per share.  The terms of any Restricted Share
Award  granted  under this Plan shall be set forth in an Award  Agreement  which
shall contain  provisions  determined by the Committee and not inconsistent with
this Plan; PROVIDED,  HOWEVER, that, if the Committee determines to issue shares
of Restricted  Stock without any  conditions  or  restrictions  other than those
imposed by law,  then the  Company  may issue such  shares of Common  Stock to a
Participant  as directed by the  Committee  without the  necessity  of any Award
Agreement.  For example,  if the Committee  should  determine to issue shares of
Common  Stock  to  Participants  in  lieu of cash  compensation,  then no  Award
Agreement shall be required.

           (a) ISSUANCE OF RESTRICTED  SHARES.  As soon as practicable after the
Date of Grant of a Restricted  Share Award by the  Committee,  the Company shall
cause to be  transferred  on the books of the  Company or its  agent,  shares of

                                  Exhibit 4.1-3

<PAGE>

Common Stock, registered on behalf of the Participant, evidencing the Restricted
Shares covered by the Award, subject to forfeiture to the Company as of the Date
of Grant if an Award Agreement with respect to the Restricted  Shares covered by
the Award is not duly  executed by the  Participant  and timely  returned to the
Company if an Award Agreement is required. All shares of Common Stock covered by
Awards  under this  Article VI shall be subject to the  restrictions,  terms and
conditions  contained  in the  Plan and the  Award  Agreements,  if  applicable,
entered into by a  Participant.  Until the lapse or release of all  restrictions
applicable to an Award of Restricted Shares the share certificates  representing
such Restricted Shares may be held in custody by the Company, its designee,  or,
if the certificates  bear a restrictive  legend,  by the  Participant.  Upon the
lapse or release of all  restrictions  with  respect to an Award as described in
Section 6.1(d),  one or more share  certificates,  registered in the name of the
Participant,  for an appropriate number of shares as provided in Section 6.1(d),
free of any  restrictions  set forth in the Plan and the related Award Agreement
(however  subject  to any  restrictions  that may be  imposed  by law)  shall be
delivered to the Participant.

           (b)  STOCKHOLDER  RIGHTS.  Beginning  on  the  Date  of  Grant  of  a
Restricted  Share Award and subject to execution of the related Award Agreement,
if any, as provided in Section 6.1(a),  and except as otherwise provided in such
Award Agreement,  the Participant shall become a stockholder of the Company with
respect to all Restricted Shares granted to the Participant,  and shall have all
of the rights of a stockholder, including, but not limited to, the right to vote
such  shares and the right to receive  dividends;  PROVIDED,  HOWEVER,  that any
shares of Common Stock  distributed  as a dividend or otherwise  with respect to
any Restricted Shares as to which the restrictions have not yet lapsed, shall be
subject  to the  same  restrictions  as  such  Restricted  Shares  and  held  or
restricted as provided in Section 6.1(a).

           (c) RESTRICTION ON TRANSFERABILITY. None of the Restricted Shares may
be  assigned  or  transferred  (other  than by will or the laws of  descent  and
distribution or to an INTER VIVOS trust with respect to which the Participant is
treated as the owner under  Sections  671  through 677 of the Code),  pledged or
sold prior to the lapse of the restrictions, if any, applicable thereto.

           (d)  DELIVERY  OF SHARES UPON  VESTING.  Upon  expiration  or earlier
termination  of the  forfeiture  period,  if any,  without a forfeiture  and the
satisfaction  of  or  release  from  any  other  conditions  prescribed  by  the
Committee,  or at such earlier time as provided  under the provisions of Section
6.3, the  restrictions  applicable  to the  Restricted  Shares  shall lapse.  As
promptly as administratively feasible thereafter, subject to the requirements of
Section 7.4, the Company  shall  deliver to the  Participant  or, in case of the
Participant's  death,  to  the  Participant's  Beneficiary,  one or  more  share
certificates for the appropriate  number of shares of Common Stock,  free of all
such restrictions, except for any restrictions that may be imposed by law.

      6.2    TERMS OF RESTRICTED SHARES.

           (a) FORFEITURE OF RESTRICTED  SHARES.  Subject to Sections 6.2(b) and
6.3,  Restricted  Shares shall be forfeited  and returned to the Company and all
rights of the Participant with respect to such Restricted Shares shall terminate
unless the  Participant  continues in the service of the Company or a Subsidiary
as an employee until the expiration of the forfeiture period for such Restricted
Shares  and  satisfies  any and all  other  conditions  set  forth in the  Award
Agreement,  if any. The Committee shall  determine the forfeiture  period (which
may, but need not, lapse in installments or may be set at no forfeiture  period)
and any other terms and  conditions  applicable  with respect to any  Restricted
Share Award.

           (b) WAIVER OF FORFEITURE PERIOD.  Notwithstanding  anything contained
in this Article VI to the contrary,  the Committee may, in its sole  discretion,
waive the  forfeiture  period  and any other  conditions  set forth in any Award
Agreement under appropriate  circumstances  (including the death,  disability or
Retirement of the  Participant  or a material  change in  circumstances  arising
after the date of an Award) and subject to such terms and conditions  (including
forfeiture of a proportionate  number of the Restricted Shares) as the Committee
shall deem appropriate.

                                  ARTICLE VII.

              TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

      7.1 PLAN  PROVISIONS  CONTROL  AWARD  TERMS.  The terms of the Plan  shall
govern all Awards  granted  under the Plan,  and in no event shall the Committee
have the power to grant any Award under the Plan the terms of which are contrary
to any of the  provisions  of the Plan.  In the event any provision of any Award
granted under the Plan shall  conflict with any term in the Plan as  constituted
on the Date of Grant of such Award,  the term in the Plan as  constituted on the
Date of Grant of such Award shall control. Except as provided in Section 7.3 and
Section  7.6, the terms of any Award  granted  under the Plan may not be changed
after the Date of Grant of such Award so as to materially  decrease the value of
the Award without the express written approval of the holder.

                                  Exhibit 4.1-4

<PAGE>

      7.2 AWARD  AGREEMENT.  No person  shall  have any  rights  under any Award
granted under the Plan unless and until the Company and the  Participant to whom
such Award shall have been granted  shall have  executed and  delivered an Award
Agreement,  except as provided in Section  6.1,  or the  Participant  shall have
received  and  acknowledged  notice of the  Award  authorized  by the  Committee
expressly  granting the Award to such person and containing  provisions  setting
forth the terms of the Award.

      7.3  MODIFICATION OF AWARD AFTER GRANT. No Award granted under the Plan to
a Participant  may be modified  (unless such  modification  does not  materially
decrease  the value of that  Award)  after its Date of Grant  except by  express
written agreement  between the Company and such  Participant,  provided that any
such  change  (a) may not be  inconsistent  with the terms of the Plan,  and (b)
shall be approved by the Committee.

      7.4 TAXES.  The  Company  shall be  entitled,  if the  Committee  deems it
necessary or desirable,  to withhold (or secure payment from the  Participant in
lieu of withholding)  the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount  payable and/or
shares  issuable  under such  Participant's  Award,  and the  Company  may defer
payment  of cash or  issuance  of shares  upon  exercise  or vesting of an Award
unless  indemnified to its satisfaction  against any liability for any such tax.
The  amount  of such  withholding  or tax  payment  shall be  determined  by the
Committee and shall be payable by the  Participant at such time as the Committee
determines in accordance with the following rules:

           (a) The Committee shall have the right to elect to have a Participant
to meet his or her  withholding  requirement  (i) by having  withheld  from such
Award at the appropriate time that number of shares of Common Stock,  rounded up
to the next whole  share,  the Fair Market Value of which is equal to the amount
of  withholding  taxes due, (ii) by direct payment to the Company in cash of the
amount of any taxes  required to be withheld with respect to such Award or (iii)
by a combination of withholding such shares and paying cash.

           (b) The Committee  shall have the discretion as to any Award to cause
the  Company  to  pay to tax  authorities  for  the  benefit  of the  applicable
Participant,  or to reimburse such  Participant  for, the individual taxes which
are due on the  grant,  exercise  or  vesting  of any  Award or the lapse of any
restriction on any Award (whether by reason of such  Participant's  filing of an
election  under  Section  83(b) of the Code or  otherwise),  including,  but not
limited to,  Federal  income tax,  state income tax, local income tax and excise
tax  under  Section  4999 of the Code,  as well as for any such  taxes as may be
imposed upon such tax payment or reimbursement.

           (c) In the case of Participants  who are subject to Section 16 of the
Exchange Act, the Committee may impose such  limitations and  restrictions as it
deems  necessary or  appropriate  with respect to the delivery or withholding of
shares of Common Stock to meet tax withholding obligations.

      7.5  SURRENDER  OF  AWARDS.  Any  Award  granted  under  the  Plan  may be
surrendered to the Company for  cancellation  on such terms as the Committee and
the Participant approve.

      7.6  ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

           (a)  RECAPITALIZATION.  The  number  and kind of  shares  subject  to
outstanding  Awards,  the  number  and  kind  of  shares  available  for  Awards
subsequently  granted under the Plan and the maximum number of shares in respect
of which Awards can be made to any  Participant  in any  calendar  year shall be
appropriately adjusted to reflect any stock dividend,  stock split,  combination
or exchange of shares,  merger,  consolidation or other change in capitalization
with a similar  substantive effect upon the Plan or the Awards granted under the
Plan.  The Committee  shall have the power and sole  discretion to determine the
amount of the adjustment to be made in each case.

           (b) MERGER.  After any Merger in which the  Company is the  surviving
corporation,  each  Participant  shall, at no additional  cost, be entitled upon
receipt  of  any  Award  to  receive   (subject  to  any   required   action  by
stockholders),  in lieu of the number of shares of Common  Stock  receivable  or
exercisable pursuant to such Award prior to such Merger, the number and class of
shares or other  securities to which such  Participant  would have been entitled
pursuant  to the  terms  of the  Merger  if,  at the  time of the  Merger,  such
Participant  had been the holder of record of a number of shares of Common Stock
equal to the number of shares of Common Stock receivable or exercisable pursuant
to such Award.  Comparable  rights shall accrue to each Participant in the event
of successive Mergers of the character described above. In the event of a Merger
in  which  the  Company  is  not  the  surviving  corporation,   the  surviving,
continuing,  successor  or  purchasing  corporation,  as the  case  may be  (the
"ACQUIRING   CORPORATION"),   will  either  assume  the  Company's   rights  and
obligations  under  outstanding Award Agreements or substitute awards in respect
of the Acquiring Corporation's stock for outstanding Awards, PROVIDED,  HOWEVER,
that if the  Acquiring  Corporation  does  not  assume  or  substitute  for such
outstanding  Awards,  the  Board  shall  provide  prior to the  Merger  that any

                                  Exhibit 4.1-5

<PAGE>
unvested portion of the outstanding  Awards shall be immediately  vested as of a
date prior to such  merger or  consolidation,  as the Board so  determines.  The
vesting  of any Award  that was  permissible  solely  by reason of this  Section
9.7(b) shall be conditioned upon the consummation of the Merger.

      7.7 NO RIGHT TO  EMPLOYMENT.  No employee or other  person  shall have any
claim of right to be granted an Award  under the Plan.  Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its Subsidiaries.

      7.8 AWARDS NOT INCLUDABLE  FOR BENEFIT  PURPOSES.  Payments  received by a
Participant  pursuant to the provisions of the Plan shall not be included in the
determination  of benefits under any pension,  group  insurance or other benefit
plan applicable to the Participant  which is maintained by the Company or any of
its  Subsidiaries,  except as may be  provided  under the terms of such plans or
determined by the Board.

      7.9 GOVERNING LAW. All  determinations  made and actions taken pursuant to
the Plan shall be governed by the laws of the State of Florida and  construed in
accordance therewith.

      7.10 NO  STRICT  CONSTRUCTION.  No rule of  strict  construction  shall be
implied  against  the  Company,  the  Committee  or  any  other  person  in  the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.

      7.11 CAPTIONS.  The captions (i.e., all Section headings) used in the Plan
are for convenience only, do not constitute a part of the Plan, and shall not be
deemed to limit,  characterize  or affect in any way any provisions of the Plan,
and all  provisions  of the Plan shall be  construed  as if no captions had been
used in the Plan.

      7.12 SEVERABILITY. Whenever possible, each provision in the Plan and every
Award at any time granted under the Plan shall be  interpreted in such manner as
to be effective and valid under applicable law, but if any provision of the Plan
or any Award at any time granted  under the Plan shall be held to be  prohibited
by or invalid  under  applicable  law, then (a) such  provision  shall be deemed
amended to accomplish the  objectives of the provision as originally  written to
the fullest  extent  permitted by law and (b) all other  provisions of the Plan,
such Award and every other Award at any time granted under the Plan shall remain
in full force and effect.

      7.13 AMENDMENT AND TERMINATION.

           (a)  AMENDMENT.  The Board shall have complete power and authority to
amend  the  Plan at any  time  without  the  authorization  or  approval  of the
Company's  stockholders,  unless the  amendment  (i)  materially  increases  the
benefits accruing to Participants under the Plan, (ii) materially  increases the
aggregate  number  of  securities  that may be  issued  under  the Plan or (iii)
materially  modifies the requirements as to eligibility for participation in the
Plan,  but in  each  case  only  to the  extent  then  required  by the  Code or
applicable law, or deemed necessary or advisable by the Board. No termination or
amendment of the Plan may,  without the consent of the  Participant  to whom any
Award shall theretofore have been granted under the Plan,  materially  adversely
affect the right of such individual under such Award.

           (b)  TERMINATION.  The  Board  shall  have the right and the power to
terminate  the Plan at any time.  No Award shall be granted under the Plan after
the  termination of the Plan, but the termination of the Plan shall not have any
other effect and any Award  outstanding  at the time of the  termination  of the
Plan may be  exercised  after  termination  of the Plan at any time prior to the
expiration  date of such Award to the same  extent  such  Award  would have been
exercisable had the Plan not been terminated.

                                  Exhibit 4.1-6

<PAGE>

                                   EXHIBIT 5.1
                                   -----------








April 22, 2003


Health Express USA, Inc.
1761 W. Hillsboro Blvd., Suite 203
Deerfield Beach, Florida 33442

Gentlemen:

           We have acted as  counsel  to Health  Express  USA,  Inc.,  a Florida
corporation  (the "Health  Express"),  in connection  with the  preparation of a
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933,  as  amended,  covering a total of 400,000  shares (the  "Shares")  of the
Health  Express's  $0.001 par value Common Stock  ("Common  Stock") which may be
issued  pursuant to the Health Express USA, Inc. 2003 Stock  Incentive Plan (the
"Plan").

           We  are  furnishing  this  opinion  to you in  accordance  with  Item
601(b)(5) of  Registration  SB promulgated  under the Securities Act of 1933 for
filing as Exhibit 5.1 to the  Registration  Statement.  We hereby consent to the
filing of this opinion as an Exhibit to the Registration Statement.

           We are familiar with the Registration Statement and the Plan. We have
also  reviewed a copy of the Health  Express's  Articles of  Incorporation,  the
Health  Express's   bylaws,   corporate   proceedings  of  the  Health  Express,
certificates  of Health Express  officers and such other  documents,  as we deem
necessary  to  express  the  opinions  herein  contained.  On the  basis  of the
foregoing, we are of the opinion that:

           The  Shares  have been duly  authorized  and  reserved  for  issuance
pursuant  to the Plan,  and the  Shares  when  issued  and upon  receipt  of the
consideration  set  forth in the  applicable  Award  Agreement  or as  otherwise
established  by the  Committee  administering  the Plan will be validly  issued,
fully paid and non-assessable.

           The   opinions   provided   herein  are  subject  to  the   following
qualifications and caveats:

           In  our   examination,   we  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents submitted to us as originals, the
conformity  to  originals  of  all  documents  submitted  to us as  copies,  the
authenticity of the originals of such latter documents and the legal capacity of
all natural  persons  executing  documents.  We have also  assumed  that (a) the
Health  Express will  maintain an adequate  number of shares of  authorized  but
unissued Common Stock or treasury stock for issuance under the Plan, and (b) the
Health  Express will receive the  consideration  provided for in the  applicable
Award Agreements, if required,  pursuant to which shares of Common Stock will be
issued under the Plan.

           We are members of the Bar of the State of Florida.  We do not purport
to be  experts  or to  express  any  opinion  with  respect  to the  laws of any
jurisdiction  other than the laws of the United States of America or the laws of
the State of Florida, but assume without investigation  compliance with all such
other laws.

                                  Exhibit 5.1-1

<PAGE>

           This  opinion is furnished  pursuant to the request of the  addressee
hereof and is rendered by us solely for the benefit of the  addressee  hereof in
connection  with the  Registration  Statement.  We are not hereby  assuming  any
professional  responsibilities to any other person whatsoever.  This opinion may
be relied upon only in connection with the Registration Statement.  This opinion
may not be used, disseminated, circulated, quoted, referred to or relied upon by
any other person  (including by way of  subrogation  or  assignment)  or for any
other purpose without our prior written consent.  This opinion is rendered as of
the date set forth  above,  and we express no  opinion  as to  circumstances  or
events that may occur  subsequent  to such date.  We assume no duty to update or
supplement this opinion to reflect any facts or circumstances that may hereafter
come to our attention or reflect any changes in any law that may hereafter occur
or become effective.

Sincerely,



/S/ Kirkpatrick & Lockhart LLP

KIRKPATRICK & LOCKHART LLP

                                  Exhibit 5.1-2

<PAGE>

                                  EXHIBIT 23.2
                                  ------------

                          INDEPENDENT AUDITORS' CONSENT



           We  hereby  consent  to  the   incorporation  by  reference  in  this
Registration  Statement  on  Form  S-8  of  Health  Express  USA,  Inc.  of  our
Independent  Auditors'  Report dated  February 19, 2003 on the December 29, 2002
and December 30, 2001 consolidated  financial  statements of Health Express USA,
Inc. and  subsidiaries,  which appear in the December 29, 2002 annual  report on
Form 10-KSB (as amended) of Health  Express USA,  Inc., and to all references to
our firm included in or made a part of this Registration Statement.



/s/  Ahearn, Jasco + Company, P.A.

AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
April 22, 2003

                                Exhibit 23.2 - 1
[{"type": "S-8", "sequence": "1", "filename": "healthexp-form_s8.txt", "secsgml_size_bytes": 66842}]
{"company-data": {"conformed-name": "HEALTH EXPRESS USA INC", "cik": "0001070050", "assigned-sic": "5812", "irs-number": "650847995", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104673", "film-number": "03658258"}, "business-address": {"street1": "275 COMMERCIAL BLVD", "street2": "SUITE 260", "city": "FT LAUDERDALE", "state": "FL", "zip": "33308", "phone": "9547765401"}, "mail-address": {"street1": "275 COMMERCIAL BOULEVARD", "street2": "SUITE 260", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33308"}}
Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                             -----------------------
                            HEALTH EXPRESS USA, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                                     FLORIDA
         (State or Other Jurisdiction of Incorporation or Organization)
                                   65-0847995
                      (I.R.S. Employer Identification No.)

                       1761 HILLSBORO BOULEVARD, SUITE 203
                         DEERFIELD BEACH, FLORIDA 33442
                            TELEPHONE: (954) 570-5900
                    (Address of Principal Executive Offices)

               HEALTH EXPRESS USA, INC. 2003 INCENTIVE STOCK PLAN
                            (Full Title of the Plan)

                                  DOUGLAS BAKER
                       1761 HILLSBORO BOULEVARD, SUITE 203
                         DEERFIELD BEACH, FLORIDA 33442
                     (Name and Address of Agent For Service)

                            TELEPHONE: (954) 570-5900
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:
                             Clayton E. Parker, Esq.
                             Harris C. Siskind, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
==========================================================================================================
                                             PROPOSED MAXIMUM     PROPOSED MAXIMUM         AMOUNT OF
TITLE OF SECURITIES          AMOUNT           OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION FEE
TO BE REGISTERED        TO BE REGISTERED       PER SHARE (1)          PRICE (1)               (1)
----------------------------------------------------------------------------------------------------------
Common Stock, par
value $0.001 per
share                    400,000 shares            $0.91              $364,000              $33.48
----------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule  457(h)(1) of the  Securities  Exchange  Act of 1934,  the
     proposed  maximum  offering  price per share,  proposed  maximum  aggregate
     offering price and amount of registration  fee were computed based upon the
     average of the bid and ask  prices of the  shares of Common  Stock on April
     21, 2003.
PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

        The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

      The following  documents have been previously filed by Health Express USA,
Inc.  ("Health  Express")  with the  Securities  and  Exchange  Commission  (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

           (a) Health Express's Annual Report on Form 10-KSB for the fiscal year
ended  December 29, 2002 filed with the Commission on March 26, 2003, as amended
on April 21, 2003.

           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

           (c) The description of Health Express's Common Stock contained in its
Registration  Statement on Form SB-2 filed with the Commission on April 4, 2003,
pursuant to the Act,  including any amendment or report filed for the purpose of
updating such description.

      All documents  subsequently  filed by Health  Express with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the  consulting  agreements  that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

      Not Applicable.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

INDEMNIFICATION

      The  Articles  of  Incorporation  of Health  Express  provide  that Health
Express shall  indemnify a director or officer of Health  Express who was wholly
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which the director or officer was a party  because the director or officer is or
was a director or officer of Health Express against reasonable attorney fees and
expenses  incurred by the director or officer in connection with the proceeding.
Health Express may indemnify an individual made a party to a proceeding  because
the  individual  is or was a  director,  officer,  employee  or agent of  Health
Express (including the heirs,  estates,  executors,  administrators and personal
representatives of such persons) against liability if authorized in the specific
case after determination, in the manner required by the board of directors, that
indemnification of the director, officer, employee or agent, as the case may be,
is permissible in the circumstances because the director,  officer,  employee or
agent has met the standard of conduct set forth by the board of  directors.  The
indemnification  and  advancement  of attorney fees and expenses for  directors,
officers,  employees and agents of Health  Express shall apply when such persons
are serving at Health Express'  request while a director,  officer,  employee or
agent of Health Express,  as the case may be, as a director,  officer,  partner,
trustee,   employee  or  agent  of  another  foreign  or  domestic  Corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
whether or not for profit,  as well as in their  official  capacity  with Health
Express.  Health Express also may pay for or reimburse the  reasonable  attorney
fees and expenses incurred by a director,  officer,  employee or agent of Health
Express who is a party to a proceeding  in advance of final  disposition  of the
proceeding. Health Express also may purchase and maintain insurance on behalf of
an  individual  arising  from the  individual's  status as a director,  officer,
employee or agent of Health  Express,  whether or not Health  Express would have
power to indemnify the individual against the same liability under the law.

FLORIDA LAWS

      The Florida  Business  Corporation  Act ("FBCA")  provides that in certain
cases,  each officer and  director of the Company  shall be  indemnified  by the
Company  against  certain costs,  expenses and  liabilities  which he or she may
incur in his or her capacity as such.  FBCA ss.  607.0850  ("Indemnification  of
officers, directors, employees and agents") provides:

      (1) A corporation shall have power to indemnify any person who was or is a
party to any  proceeding  (other  than an action  by,  or in the  right of,  the
corporation),  by  reason  of the fact  that he is or was a  director,  officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint  venture,  trust,  or  other  enterprise  against  liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed to, the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful. The termination of any proceeding by judgment,  order, settlement,
or conviction or upon a plea of NOLO CONTENDERE or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which he  reasonably  believed  to be in, or not  opposed  to,  the best
interests  of the  corporation  or,  with  respect  to any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      (2) A corporation shall have power to indemnify any person,  who was or is
a party to any  proceeding  by or in the right of the  corporation  to procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses and amounts paid in settlement  not  exceeding,  in the judgment of the
board of  directors,  the  estimated  expense of  litigating  the  proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the  corporation,  except  that no  indemnification  shall  be made  under  this
subsection  in respect of any claim,  issue,  or matter as to which such  person
shall have been adjudged to be liable  unless,  and only to the extent that, the
court in which such  proceeding  was  brought,  or any other court of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.

      (3) To the  extent  that a  director,  officer,  employee,  or  agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim,  issue,  or matter  therein,  he shall be  indemnified  against  expenses
actually and reasonably incurred by him in connection therewith.

      (4) Any  indemnification  under  subsection (1) or subsection  (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the

                                       3
director,  officer, employee, or agent is proper in the circumstances because he
has met the  applicable  standard  of  conduct  set forth in  subsection  (1) or
subsection (2). Such determination shall be made:

           (a)  By the  board  of  directors  by a  majority  vote  of a  quorum
consisting of directors who were not parties to such proceeding;

           (b) If such a quorum is not  obtainable  or, even if  obtainable,  by
majority vote of a committee duly designated by the board of directors (in which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to the proceeding;

           (c) By independent legal counsel;

                1.  Selected by the board of directors  prescribed  in paragraph
(a) or the committee prescribed in paragraph (b); or

                2. If a quorum of the directors cannot be obtained for paragraph
(a) and the committee  cannot be designated  under  paragraph  (b),  selected by
majority vote of the full board of directors (in which directors who are parties
may participate); or

           (d) By the shareholders by a majority vote of a quorum  consisting of
shareholders  who were not parties to such  proceeding  or, if no such quorum is
obtainable,  by a majority  vote of  shareholders  who were not  parties to such
proceeding.

      (5)  Evaluation of the  reasonableness  of expenses and  authorization  of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

      (6)  Expenses  incurred by an officer or director in  defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is  ultimately  found not to
be entitled to  indemnification  by the  corporation  pursuant to this  section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

      (7) The  indemnification  and advancement of expenses provided pursuant to
this section are not exclusive,  and a corporation may make any other or further
indemnification  or advancement  of expenses of any of its directors,  officers,
employees,  or  agents,  under any bylaw,  agreement,  vote of  shareholders  or
disinterested  directors,  or  otherwise,  both  as to  action  in his  official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

           (a) A violation of the criminal law,  unless the  director,  officer,
employee, or agent had reasonable cause to believe his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful;

           (b) A transaction  from which the  director,  officer,  employee,  or
agent derived an improper personal benefit;

           (c) In the  case  of a  director,  a  circumstance  under  which  the
liability provisions of ss. 607.0834 are applicable; or

           (d)  Willful  misconduct  or  a  conscious  disregard  for  the  best
interests  of  the  corporation  in a  proceeding  by or in  the  right  of  the
corporation  to procure a judgment in its favor or in a proceeding  by or in the
right of a shareholder.

      (8)  Indemnification  and  advancement  of  expenses  as  provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators

                                       4
of such a person, unless otherwise provided when authorized or ratified.

      (9) Unless the corporation's  articles of incorporation provide otherwise,
notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite any contrary  determination  of the board or of the  shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for  indemnification  or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court,  after  giving  any  notice  that  it  considers  necessary,   may  order
indemnification  and  advancement of expenses,  including  expenses  incurred in
seeking  court-ordered   indemnification  or  advancement  of  expenses,  if  it
determines that:

           (a)  The  director,  officer,  employee,  or  agent  is  entitled  to
mandatory  indemnification  under  subsection (3), in which case the court shall
also order the corporation to pay the director  reasonable  expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;

           (b)  The  director,  officer,  employee,  or  agent  is  entitled  to
indemnification  or advancement of expenses,  or both, by virtue of the exercise
by the corporation of its power pursuant to subsection (7); or

           (c)  The  director,   officer,  employee,  or  agent  is  fairly  and
reasonably  entitled to indemnification or advancement of expenses,  or both, in
view of all the relevant  circumstances,  regardless  of whether such person met
the  standard  of  conduct  set forth in  subsection  (1),  subsection  (2),  or
subsection (7).

      (10) For purposes of this section,  the term  "corporation"  includes,  in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

      (11) For purposes of this section;

           (a) The term "other enterprises" includes employee benefit plans;

           (b) The term "expenses"  includes  counsel fees,  including those for
appeal;

           (c) The term  "liability"  includes  obligations  to pay a  judgment,
settlement,  penalty, fine (including an excise tax assessed with respect to any
employee  benefit  plan),  and expenses  actually and  reasonably  incurred with
respect to a proceeding;

           (d) The  term  "proceeding"  includes  any  threatened,  pending,  or
completed action,  suit, or other type of proceeding,  whether civil,  criminal,
administrative, or investigative and whether formal or informal;

           (e) The term "agent" includes a volunteer;

           (f) The term "serving at the request of the corporation" includes any
service as a  director,  officer,  employee,  or agent of the  corporation  that
imposes duties on such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries; and

           (g) The term "not  opposed to the best  interest of the  corporation"
describes  the  actions  of a person  who acts in good  faith and in a manner he
reasonably  believes  to be in  the  best  interests  of  the  participants  and
beneficiaries of an employee benefit plan.

      (12) A corporation shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer,  employee,  or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and  incurred by him in any such  capacity or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this section.

                                       5
The Company maintains an insurance policy that provides protection, within
the maximum  liability  limits of the policy and subject to a deductible  amount
for each claim, to the Company under its indemnification  obligations and to the
directors  and officers of the Company with respect to certain  matters that are
not covered by the Company's indemnification obligations.

SEC POSITION ON INDEMNIFICATION

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small  business  issuer  has been  advised  that in the  opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

      Not applicable.

ITEM 8.  EXHIBITS.
         --------

EXHIBIT
NO.           DESCRIPTION                        LOCATION
---------     ------------------------------     -------------------------------
4.1           Health Express USA, Inc.           Provided herewith
              2003 Stock Incentive Plan

5.1           Opinion of Kirkpatrick             Provided herewith
              & Lockhart LLP re: legality

23.1          Consent of Kirkpatrick             Incorporated  by  reference  to
              & Lockhart LLP                     Exhibit     5.1     of     this
                                                 Registration  Statement,  which
                                                 contains    the    consent   of
                                                 Kirkpatrick & Lockhart LLP

23.2          Consent of Ahearn, Jasco           Provided herewith
              + Company, P.A.
24.1          Power of Attorney                  Incorporated  by  reference  to
                                                 the  signature   page  of  this
                                                 Registration  Statement on Form
                                                 S-8

ITEM 9.  UNDERTAKINGS.
         ------------

      (a) The undersigned registrant will:

           (1) File,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

                (i) Include any prospectus  required by Section  10(a)(3) of the
Securities Act of 1933 (the "Act");

                (ii) Reflect in the prospectus any facts or events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                (iii)  Include any  additional or changed  material  information
with  respect  to the  plan of  distribution  not  previously  disclosed  in the
Registration  Statement  or any  material  change  to  such  information  in the
Registration  Statement;   provided,  however,  that  paragraphs  (a)(1)(i)  and
(a)(1)(ii)  do not apply if the  Registration  Statement  is on Form S-3 or Form
S-8, and the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  registrant

                                       6
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

           (2) For purposes of  determining  any liability  under the Act, treat
each  post-effective  amendment as a new registration  statement relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

           (3) File a post-effective  amendment to remove from  registration any
of the securities that remain unsold at the end of the offering.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

      (c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 3 of Regulation S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

      (d) Insofar as indemnification  for liabilities  arising under the Act may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       7
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, on April 22, 2003.

                                         HEALTH EXPRESS USA, INC.

                                         By:     /s/ Douglas Baker
                                            -----------------------------------
                                         Printed Name:  Douglas Baker
                                         Title:         Chief Executive Officer
                                                         and Director

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and   appoints   Douglas   Baker,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the Board of
Directors of Health Express.

Date:          April 22, 2003                 By:     /s/ Douglas Baker
        ---------------------                    ----------------------
                                              Name:   Douglas Baker
                                              Title:  Chief Executive Officer
                                                        and Director

Date:          April 22, 2003                 By:     /s/ Marco D'Alonzo
        ---------------------                    -----------------------
                                              Name:   Marco D'Alonzo
                                              Title:  Chief Operating Officer,
                                                        Secretary and Director

Date:          April 22, 2003                 By:     /s/ Raymond Nevin
        ---------------------                    ----------------------
                                              Name:   Raymond Nevin
                                              Title:  President

Date:          April 22, 2003                 By:     /s/ Patricia Durante
        ---------------------                    -------------------------
                                              Name:   Patricia Durante
                                              Title:  Chief Financial Officer

Date:          April 22, 2003                 By:     /s/ Edward Meyer
        ---------------------                    ---------------------
                                              Name:   Edward Meyer
                                              Title:  Director

Date:          April 22, 2003                 By:     /s/ Susan Greenfield
        ---------------------                    -------------------------
                                              Name:   Susan Greenfield
                                              Title:  Director

                                       8
EXHIBIT 4.1
                                  -----------

                            HEALTH EXPRESS USA, INC.
                            2003 STOCK INCENTIVE PLAN

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

                                   ARTICLE I.

                        PURPOSE AND ADOPTION OF THE PLAN

      1.1  PURPOSE.  The  purpose of the Health  Express  USA,  Inc.  2003 Stock
Incentive  Plan  (hereinafter  referred  to  as  the  "PLAN")  is to  assist  in
attracting and retaining highly competent key employees,  non-employee directors
and consultants and to act as an incentive in motivating selected key employees,
non-employee  directors and consultants of Health Express USA, Inc. (hereinafter
the "COMPANY")  and its  Subsidiaries  (as defined  below) to achieve  long-term
corporate  objectives.  Additionally,  the purpose of the Plan is to  compensate
employees,  non-employee  directors and consultants with shares of the Company's
common stock in lieu of cash compensation.

      1.2  ADOPTION  AND  TERM.  The  Plan  has been  approved  by the  Board of
Directors  (hereinafter  referred  to as  the  "Board")  of the  Company,  to be
effective April 22, 2003 (the "EFFECTIVE DATE"). The Plan shall remain in effect
until terminated by action of the Board.

                                   ARTICLE II.

                                   DEFINITIONS

      For the purposes of this Plan,  capitalized terms shall have the following
meanings:

      2.1  "AWARD"  means  any  grant  to a  Participant  of  Restricted  Shares
described in Article VI.

      2.2 "AWARD  AGREEMENT" means a written agreement between the Company and a
Participant or a written  notice from the Company to a Participant  specifically
setting forth the terms and conditions of an Award granted under the Plan.

      2.3 "AWARD PERIOD" means, with respect to an Award, the period of time set
forth in the Award Agreement  during which SPECIFIED  target  performance  goals
must be achieved or other  conditions  set forth in the Award  Agreement must be
satisfied.

      2.4 "BENEFICIARY" means an individual,  trust or estate who or which, by a
written designation of the Participant filed with the Company or by operation of
law,  succeeds to the rights and obligations of the  Participant  under the Plan
and an Award Agreement upon the Participant's death.

      2.5 "BOARD" means the Board of Directors of the Company.

      2.6 "CODE" means the Internal Revenue Code of 1986, as amended. References
to a section of the Code  include  that  section and any  comparable  section or
sections of any future  legislation that amends,  supplements or supersedes said
section.

      2.7 "COMMITTEE" means the committee established in accordance with Section
3.1.

      2.8 "COMPANY" means Health Express USA, Inc., a Florida  corporation,  and
its successors.

      2.9 "COMMON STOCK" means common stock of the Company, par value $0.001 per
share.

      2.10 "COMPANY  VOTING  SECURITIES"  means the combined voting power of all
outstanding securities of the Company entitled to vote generally in the election
of directors of the Company.

                                  Exhibit 4.1-1
2.11 "DATE OF GRANT"  means the date  designated  by the  Committee as the
date as of which it grants an Award, which shall not be earlier than the date on
which the Committee approves the granting of such Award.

      2.12 "EFFECTIVE DATE" shall have the meaning given to such term in Section
1.2.

      2.13 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      2.14 "FAIR MARKET  VALUE" means,  as of any  applicable  date:  (i) if the
Common Stock is listed on a national  securities  exchange or is authorized  for
quotation on The Nasdaq  National  Market  System  ("NMS"),  the closing  price,
regular way, of the Common Stock on such exchange or NMS, as the case may be, on
such date or if no sale of the Common Stock shall have occurred on such date, on
the next  preceding date on which there was such a reported sale; or (ii) if the
Common  Stock is not listed for  trading on a national  securities  exchange  or
authorized for quotation on NMS, the closing bid price as reported by The Nasdaq
SmallCap  Market on such date,  or if no such price shall have been reported for
such date, on the next preceding  date for which such price was so reported;  or
(iii) if the Common  Stock is not listed  for  trading on a national  securities
exchange or authorized  for quotation on NMS or The Nasdaq  SmallCap  Market (if
applicable),  the last  reported  bid price  published  in the "pink  sheets" or
displayed on the National  Association  of  Securities  Dealers,  Inc.  ("NASD")
Electronic  Bulletin  Board,  as the case may be; or (iv) if the Common Stock is
not listed for trading on a national securities exchange,  is not authorized for
quotation on NMS or The Nasdaq SmallCap Market and is not published in the "pink
sheets" or  displayed on the NASD  Electronic  Bulletin  Board,  the fair market
value of the Common Stock as determined in good faith by the Committee.

      2.15  "MERGER"  means any  merger,  reorganization,  consolidation,  share
exchange,  transfer  of  assets  or  other  transaction  having  similar  effect
involving the Company.

      2.16  "NON-EMPLOYEE  DIRECTOR"  means a member of the Board who (i) is not
currently  an  officer or  otherwise  employed  by the  Company or a parent or a
subsidiary  of the  Company,  (ii) does not  receive  compensation  directly  or
indirectly  from the  Company or a parent or a  subsidiary  of the  Company  for
services  rendered as a consultant or in any capacity  other than as a director,
except for an amount for which disclosure would not be required pursuant to Item
404(a) of  Regulation  S-K,  (iii)  does not  possess an  interest  in any other
transaction for which  disclosure  would be required  pursuant to Item 404(a) of
Regulation  S-K,  and (iv) is not engaged in a business  relationship  for which
disclosure would be required pursuant to Item 404(b) of Regulation S-K.

      2.17  "OUTSTANDING  COMMON  STOCK"  means,  at any time,  the  issued  and
outstanding shares of Common Stock.

      2.18 "PARTICIPANT" means a person designated to receive an Award under the
Plan in accordance with Section 5.1.

      2.19 "PLAN" means the Health  Express USA, Inc. 2003 Stock  Incentive Plan
as described herein, as the same may be amended from time to time.

      2.20  "RESTRICTED   SHARES"  means  shares  of  Common  Stock  subject  to
restrictions,  if any,  imposed in connection  with Awards granted under Article
VI.

      2.21 "RETIREMENT" means early or normal retirement under a pension plan or
arrangement of the Company or one of its  Subsidiaries  in which the Participant
participates.

      2.22 "SUBSIDIARY"  means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.

      2.23  "TERMINATION  OF  EMPLOYMENT"  means the  voluntary  or  involuntary
termination of a  Participant's  employment with the Company or a Subsidiary for
any reason,  including  death,  disability,  retirement  or as the result of the
divestiture of the  Participant's  employer or any similar  transaction in which
the Participant's  employer ceases to be the Company or one of its Subsidiaries.
Whether  entering   military  or  other  government   service  shall  constitute
Termination of Employment, or whether a Termination of Employment shall occur as
a result of disability, shall be determined in each case by the Committee in its
sole  discretion.  In the case of a  consultant  who is not an  employee  of the
Company or a  Subsidiary,  Termination  of  Employment  shall mean  voluntary or
involuntary  termination of the consulting  relationship for any reason.  In the
case of a Non-Employee Director,  Termination of Employment shall mean voluntary
or involuntary termination,  non-election, removal or other act which results in
such Non-Employee Director no longer serving in such capacity.

                                  Exhibit 4.1-2
ARTICLE III.

                                 ADMINISTRATION

      3.1 COMMITTEE.  The Plan shall be administered by a committee of the Board
(the  "Committee")  comprised of at least two persons.  The Committee shall have
exclusive and final  authority in each  determination,  interpretation  or other
action  affecting the Plan and its  Participants.  The Committee  shall have the
sole  discretionary  authority to interpret  the Plan,  to establish  and modify
administrative rules for the Plan, to impose such conditions and restrictions on
Awards as it determines  appropriate,  and to take such steps in connection with
the Plan and Awards granted hereunder as it may deem necessary or advisable. The
Committee may,  subject to compliance with applicable legal  requirements,  with
respect to  Participants  who are not subject to Section  16(b) of the  Exchange
Act,  delegate  such of its  powers  and  authority  under  the Plan as it deems
appropriate to designated officers or employees of the Company. In addition, the
Board may exercise any of the authority conferred upon the Committee  hereunder.
In the event of any such delegation of authority or exercise of authority by the
Board,  references in the Plan to the Committee  shall be deemed to refer to the
delegate of the Committee or the Board, as the case may be.

                                   ARTICLE IV.

                                     SHARES

      4.1  NUMBER  OF SHARES  ISSUABLE.  The  total  number of shares  initially
authorized to be issued under the Plan shall be 400,000  shares of Common Stock.
The number of shares  available for issuance  under the Plan shall be subject to
adjustment  in  accordance  with Section 7.6. The shares to be offered under the
Plan shall be authorized and unissued  shares of Common Stock,  or issued shares
of Common Stock which will have been reacquired by the Company.

      4.2 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Common Stock subject to
any Award that are otherwise  surrendered by a Participant may be subject to new
Awards under the Plan.

                                   ARTICLE V.

                                  PARTICIPATION

      5.1  ELIGIBLE  PARTICIPANTS.  Participants  in the Plan  shall be such key
employees,  Non-Employee  Directors  and  consultants  of the  Company  and  its
Subsidiaries, whether or not members of the Board, as the Committee, in its sole
discretion,  may designate from time to time. The  Committee's  designation of a
Participant in any year shall not require the Committee to designate such person
to receive Awards in any other year.  The Committee  shall consider such factors
as it deems pertinent in selecting Participants and in determining the types and
amounts of their respective Awards.

                                   ARTICLE VI.

                                RESTRICTED SHARES

      6.1 RESTRICTED SHARE AWARDS. The Committee may grant to any Participant an
Award of such  number  of  shares of  Common  Stock on such  terms,  conditions,
restrictions and price, whether based on performance standards,  granted in lieu
of cash  compensation,  periods of  service,  retention  by the  Participant  of
ownership of purchased or designated  shares of Common Stock or other  criteria,
as the Committee shall  establish,  including no  restrictions.  With respect to
performance-based   Awards  of  Restricted   Shares   intended  to  qualify  for
deductibility under Section 162(m) of the Code, performance targets will include
specified  levels of one or more of  operating  income,  return  or  investment,
return on stockholders' equity,  earnings before interest,  taxes,  depreciation
and  amortization  and/or earnings per share.  The terms of any Restricted Share
Award  granted  under this Plan shall be set forth in an Award  Agreement  which
shall contain  provisions  determined by the Committee and not inconsistent with
this Plan; PROVIDED,  HOWEVER, that, if the Committee determines to issue shares
of Restricted  Stock without any  conditions  or  restrictions  other than those
imposed by law,  then the  Company  may issue such  shares of Common  Stock to a
Participant  as directed by the  Committee  without the  necessity  of any Award
Agreement.  For example,  if the Committee  should  determine to issue shares of
Common  Stock  to  Participants  in  lieu of cash  compensation,  then no  Award
Agreement shall be required.

           (a) ISSUANCE OF RESTRICTED  SHARES.  As soon as practicable after the
Date of Grant of a Restricted  Share Award by the  Committee,  the Company shall
cause to be  transferred  on the books of the  Company or its  agent,  shares of

                                  Exhibit 4.1-3
Common Stock, registered on behalf of the Participant, evidencing the Restricted
Shares covered by the Award, subject to forfeiture to the Company as of the Date
of Grant if an Award Agreement with respect to the Restricted  Shares covered by
the Award is not duly  executed by the  Participant  and timely  returned to the
Company if an Award Agreement is required. All shares of Common Stock covered by
Awards  under this  Article VI shall be subject to the  restrictions,  terms and
conditions  contained  in the  Plan and the  Award  Agreements,  if  applicable,
entered into by a  Participant.  Until the lapse or release of all  restrictions
applicable to an Award of Restricted Shares the share certificates  representing
such Restricted Shares may be held in custody by the Company, its designee,  or,
if the certificates  bear a restrictive  legend,  by the  Participant.  Upon the
lapse or release of all  restrictions  with  respect to an Award as described in
Section 6.1(d),  one or more share  certificates,  registered in the name of the
Participant,  for an appropriate number of shares as provided in Section 6.1(d),
free of any  restrictions  set forth in the Plan and the related Award Agreement
(however  subject  to any  restrictions  that may be  imposed  by law)  shall be
delivered to the Participant.

           (b)  STOCKHOLDER  RIGHTS.  Beginning  on  the  Date  of  Grant  of  a
Restricted  Share Award and subject to execution of the related Award Agreement,
if any, as provided in Section 6.1(a),  and except as otherwise provided in such
Award Agreement,  the Participant shall become a stockholder of the Company with
respect to all Restricted Shares granted to the Participant,  and shall have all
of the rights of a stockholder, including, but not limited to, the right to vote
such  shares and the right to receive  dividends;  PROVIDED,  HOWEVER,  that any
shares of Common Stock  distributed  as a dividend or otherwise  with respect to
any Restricted Shares as to which the restrictions have not yet lapsed, shall be
subject  to the  same  restrictions  as  such  Restricted  Shares  and  held  or
restricted as provided in Section 6.1(a).

           (c) RESTRICTION ON TRANSFERABILITY. None of the Restricted Shares may
be  assigned  or  transferred  (other  than by will or the laws of  descent  and
distribution or to an INTER VIVOS trust with respect to which the Participant is
treated as the owner under  Sections  671  through 677 of the Code),  pledged or
sold prior to the lapse of the restrictions, if any, applicable thereto.

           (d)  DELIVERY  OF SHARES UPON  VESTING.  Upon  expiration  or earlier
termination  of the  forfeiture  period,  if any,  without a forfeiture  and the
satisfaction  of  or  release  from  any  other  conditions  prescribed  by  the
Committee,  or at such earlier time as provided  under the provisions of Section
6.3, the  restrictions  applicable  to the  Restricted  Shares  shall lapse.  As
promptly as administratively feasible thereafter, subject to the requirements of
Section 7.4, the Company  shall  deliver to the  Participant  or, in case of the
Participant's  death,  to  the  Participant's  Beneficiary,  one or  more  share
certificates for the appropriate  number of shares of Common Stock,  free of all
such restrictions, except for any restrictions that may be imposed by law.

      6.2    TERMS OF RESTRICTED SHARES.

           (a) FORFEITURE OF RESTRICTED  SHARES.  Subject to Sections 6.2(b) and
6.3,  Restricted  Shares shall be forfeited  and returned to the Company and all
rights of the Participant with respect to such Restricted Shares shall terminate
unless the  Participant  continues in the service of the Company or a Subsidiary
as an employee until the expiration of the forfeiture period for such Restricted
Shares  and  satisfies  any and all  other  conditions  set  forth in the  Award
Agreement,  if any. The Committee shall  determine the forfeiture  period (which
may, but need not, lapse in installments or may be set at no forfeiture  period)
and any other terms and  conditions  applicable  with respect to any  Restricted
Share Award.

           (b) WAIVER OF FORFEITURE PERIOD.  Notwithstanding  anything contained
in this Article VI to the contrary,  the Committee may, in its sole  discretion,
waive the  forfeiture  period  and any other  conditions  set forth in any Award
Agreement under appropriate  circumstances  (including the death,  disability or
Retirement of the  Participant  or a material  change in  circumstances  arising
after the date of an Award) and subject to such terms and conditions  (including
forfeiture of a proportionate  number of the Restricted Shares) as the Committee
shall deem appropriate.

                                  ARTICLE VII.

              TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

      7.1 PLAN  PROVISIONS  CONTROL  AWARD  TERMS.  The terms of the Plan  shall
govern all Awards  granted  under the Plan,  and in no event shall the Committee
have the power to grant any Award under the Plan the terms of which are contrary
to any of the  provisions  of the Plan.  In the event any provision of any Award
granted under the Plan shall  conflict with any term in the Plan as  constituted
on the Date of Grant of such Award,  the term in the Plan as  constituted on the
Date of Grant of such Award shall control. Except as provided in Section 7.3 and
Section  7.6, the terms of any Award  granted  under the Plan may not be changed
after the Date of Grant of such Award so as to materially  decrease the value of
the Award without the express written approval of the holder.

                                  Exhibit 4.1-4
7.2 AWARD  AGREEMENT.  No person  shall  have any  rights  under any Award
granted under the Plan unless and until the Company and the  Participant to whom
such Award shall have been granted  shall have  executed and  delivered an Award
Agreement,  except as provided in Section  6.1,  or the  Participant  shall have
received  and  acknowledged  notice of the  Award  authorized  by the  Committee
expressly  granting the Award to such person and containing  provisions  setting
forth the terms of the Award.

      7.3  MODIFICATION OF AWARD AFTER GRANT. No Award granted under the Plan to
a Participant  may be modified  (unless such  modification  does not  materially
decrease  the value of that  Award)  after its Date of Grant  except by  express
written agreement  between the Company and such  Participant,  provided that any
such  change  (a) may not be  inconsistent  with the terms of the Plan,  and (b)
shall be approved by the Committee.

      7.4 TAXES.  The  Company  shall be  entitled,  if the  Committee  deems it
necessary or desirable,  to withhold (or secure payment from the  Participant in
lieu of withholding)  the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount  payable and/or
shares  issuable  under such  Participant's  Award,  and the  Company  may defer
payment  of cash or  issuance  of shares  upon  exercise  or vesting of an Award
unless  indemnified to its satisfaction  against any liability for any such tax.
The  amount  of such  withholding  or tax  payment  shall be  determined  by the
Committee and shall be payable by the  Participant at such time as the Committee
determines in accordance with the following rules:

           (a) The Committee shall have the right to elect to have a Participant
to meet his or her  withholding  requirement  (i) by having  withheld  from such
Award at the appropriate time that number of shares of Common Stock,  rounded up
to the next whole  share,  the Fair Market Value of which is equal to the amount
of  withholding  taxes due, (ii) by direct payment to the Company in cash of the
amount of any taxes  required to be withheld with respect to such Award or (iii)
by a combination of withholding such shares and paying cash.

           (b) The Committee  shall have the discretion as to any Award to cause
the  Company  to  pay to tax  authorities  for  the  benefit  of the  applicable
Participant,  or to reimburse such  Participant  for, the individual taxes which
are due on the  grant,  exercise  or  vesting  of any  Award or the lapse of any
restriction on any Award (whether by reason of such  Participant's  filing of an
election  under  Section  83(b) of the Code or  otherwise),  including,  but not
limited to,  Federal  income tax,  state income tax, local income tax and excise
tax  under  Section  4999 of the Code,  as well as for any such  taxes as may be
imposed upon such tax payment or reimbursement.

           (c) In the case of Participants  who are subject to Section 16 of the
Exchange Act, the Committee may impose such  limitations and  restrictions as it
deems  necessary or  appropriate  with respect to the delivery or withholding of
shares of Common Stock to meet tax withholding obligations.

      7.5  SURRENDER  OF  AWARDS.  Any  Award  granted  under  the  Plan  may be
surrendered to the Company for  cancellation  on such terms as the Committee and
the Participant approve.

      7.6  ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

           (a)  RECAPITALIZATION.  The  number  and kind of  shares  subject  to
outstanding  Awards,  the  number  and  kind  of  shares  available  for  Awards
subsequently  granted under the Plan and the maximum number of shares in respect
of which Awards can be made to any  Participant  in any  calendar  year shall be
appropriately adjusted to reflect any stock dividend,  stock split,  combination
or exchange of shares,  merger,  consolidation or other change in capitalization
with a similar  substantive effect upon the Plan or the Awards granted under the
Plan.  The Committee  shall have the power and sole  discretion to determine the
amount of the adjustment to be made in each case.

           (b) MERGER.  After any Merger in which the  Company is the  surviving
corporation,  each  Participant  shall, at no additional  cost, be entitled upon
receipt  of  any  Award  to  receive   (subject  to  any   required   action  by
stockholders),  in lieu of the number of shares of Common  Stock  receivable  or
exercisable pursuant to such Award prior to such Merger, the number and class of
shares or other  securities to which such  Participant  would have been entitled
pursuant  to the  terms  of the  Merger  if,  at the  time of the  Merger,  such
Participant  had been the holder of record of a number of shares of Common Stock
equal to the number of shares of Common Stock receivable or exercisable pursuant
to such Award.  Comparable  rights shall accrue to each Participant in the event
of successive Mergers of the character described above. In the event of a Merger
in  which  the  Company  is  not  the  surviving  corporation,   the  surviving,
continuing,  successor  or  purchasing  corporation,  as the  case  may be  (the
"ACQUIRING   CORPORATION"),   will  either  assume  the  Company's   rights  and
obligations  under  outstanding Award Agreements or substitute awards in respect
of the Acquiring Corporation's stock for outstanding Awards, PROVIDED,  HOWEVER,
that if the  Acquiring  Corporation  does  not  assume  or  substitute  for such
outstanding  Awards,  the  Board  shall  provide  prior to the  Merger  that any

                                  Exhibit 4.1-5
unvested portion of the outstanding  Awards shall be immediately  vested as of a
date prior to such  merger or  consolidation,  as the Board so  determines.  The
vesting  of any Award  that was  permissible  solely  by reason of this  Section
9.7(b) shall be conditioned upon the consummation of the Merger.

      7.7 NO RIGHT TO  EMPLOYMENT.  No employee or other  person  shall have any
claim of right to be granted an Award  under the Plan.  Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its Subsidiaries.

      7.8 AWARDS NOT INCLUDABLE  FOR BENEFIT  PURPOSES.  Payments  received by a
Participant  pursuant to the provisions of the Plan shall not be included in the
determination  of benefits under any pension,  group  insurance or other benefit
plan applicable to the Participant  which is maintained by the Company or any of
its  Subsidiaries,  except as may be  provided  under the terms of such plans or
determined by the Board.

      7.9 GOVERNING LAW. All  determinations  made and actions taken pursuant to
the Plan shall be governed by the laws of the State of Florida and  construed in
accordance therewith.

      7.10 NO  STRICT  CONSTRUCTION.  No rule of  strict  construction  shall be
implied  against  the  Company,  the  Committee  or  any  other  person  in  the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.

      7.11 CAPTIONS.  The captions (i.e., all Section headings) used in the Plan
are for convenience only, do not constitute a part of the Plan, and shall not be
deemed to limit,  characterize  or affect in any way any provisions of the Plan,
and all  provisions  of the Plan shall be  construed  as if no captions had been
used in the Plan.

      7.12 SEVERABILITY. Whenever possible, each provision in the Plan and every
Award at any time granted under the Plan shall be  interpreted in such manner as
to be effective and valid under applicable law, but if any provision of the Plan
or any Award at any time granted  under the Plan shall be held to be  prohibited
by or invalid  under  applicable  law, then (a) such  provision  shall be deemed
amended to accomplish the  objectives of the provision as originally  written to
the fullest  extent  permitted by law and (b) all other  provisions of the Plan,
such Award and every other Award at any time granted under the Plan shall remain
in full force and effect.

      7.13 AMENDMENT AND TERMINATION.

           (a)  AMENDMENT.  The Board shall have complete power and authority to
amend  the  Plan at any  time  without  the  authorization  or  approval  of the
Company's  stockholders,  unless the  amendment  (i)  materially  increases  the
benefits accruing to Participants under the Plan, (ii) materially  increases the
aggregate  number  of  securities  that may be  issued  under  the Plan or (iii)
materially  modifies the requirements as to eligibility for participation in the
Plan,  but in  each  case  only  to the  extent  then  required  by the  Code or
applicable law, or deemed necessary or advisable by the Board. No termination or
amendment of the Plan may,  without the consent of the  Participant  to whom any
Award shall theretofore have been granted under the Plan,  materially  adversely
affect the right of such individual under such Award.

           (b)  TERMINATION.  The  Board  shall  have the right and the power to
terminate  the Plan at any time.  No Award shall be granted under the Plan after
the  termination of the Plan, but the termination of the Plan shall not have any
other effect and any Award  outstanding  at the time of the  termination  of the
Plan may be  exercised  after  termination  of the Plan at any time prior to the
expiration  date of such Award to the same  extent  such  Award  would have been
exercisable had the Plan not been terminated.

                                  Exhibit 4.1-6
EXHIBIT 5.1
                                   -----------

April 22, 2003

Health Express USA, Inc.
1761 W. Hillsboro Blvd., Suite 203
Deerfield Beach, Florida 33442

Gentlemen:

           We have acted as  counsel  to Health  Express  USA,  Inc.,  a Florida
corporation  (the "Health  Express"),  in connection  with the  preparation of a
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933,  as  amended,  covering a total of 400,000  shares (the  "Shares")  of the
Health  Express's  $0.001 par value Common Stock  ("Common  Stock") which may be
issued  pursuant to the Health Express USA, Inc. 2003 Stock  Incentive Plan (the
"Plan").

           We  are  furnishing  this  opinion  to you in  accordance  with  Item
601(b)(5) of  Registration  SB promulgated  under the Securities Act of 1933 for
filing as Exhibit 5.1 to the  Registration  Statement.  We hereby consent to the
filing of this opinion as an Exhibit to the Registration Statement.

           We are familiar with the Registration Statement and the Plan. We have
also  reviewed a copy of the Health  Express's  Articles of  Incorporation,  the
Health  Express's   bylaws,   corporate   proceedings  of  the  Health  Express,
certificates  of Health Express  officers and such other  documents,  as we deem
necessary  to  express  the  opinions  herein  contained.  On the  basis  of the
foregoing, we are of the opinion that:

           The  Shares  have been duly  authorized  and  reserved  for  issuance
pursuant  to the Plan,  and the  Shares  when  issued  and upon  receipt  of the
consideration  set  forth in the  applicable  Award  Agreement  or as  otherwise
established  by the  Committee  administering  the Plan will be validly  issued,
fully paid and non-assessable.

           The   opinions   provided   herein  are  subject  to  the   following
qualifications and caveats:

           In  our   examination,   we  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents submitted to us as originals, the
conformity  to  originals  of  all  documents  submitted  to us as  copies,  the
authenticity of the originals of such latter documents and the legal capacity of
all natural  persons  executing  documents.  We have also  assumed  that (a) the
Health  Express will  maintain an adequate  number of shares of  authorized  but
unissued Common Stock or treasury stock for issuance under the Plan, and (b) the
Health  Express will receive the  consideration  provided for in the  applicable
Award Agreements, if required,  pursuant to which shares of Common Stock will be
issued under the Plan.

           We are members of the Bar of the State of Florida.  We do not purport
to be  experts  or to  express  any  opinion  with  respect  to the  laws of any
jurisdiction  other than the laws of the United States of America or the laws of
the State of Florida, but assume without investigation  compliance with all such
other laws.

                                  Exhibit 5.1-1
This  opinion is furnished  pursuant to the request of the  addressee
hereof and is rendered by us solely for the benefit of the  addressee  hereof in
connection  with the  Registration  Statement.  We are not hereby  assuming  any
professional  responsibilities to any other person whatsoever.  This opinion may
be relied upon only in connection with the Registration Statement.  This opinion
may not be used, disseminated, circulated, quoted, referred to or relied upon by
any other person  (including by way of  subrogation  or  assignment)  or for any
other purpose without our prior written consent.  This opinion is rendered as of
the date set forth  above,  and we express no  opinion  as to  circumstances  or
events that may occur  subsequent  to such date.  We assume no duty to update or
supplement this opinion to reflect any facts or circumstances that may hereafter
come to our attention or reflect any changes in any law that may hereafter occur
or become effective.

Sincerely,

/S/ Kirkpatrick & Lockhart LLP

KIRKPATRICK & LOCKHART LLP

                                  Exhibit 5.1-2
EXHIBIT 23.2
                                  ------------

                          INDEPENDENT AUDITORS' CONSENT

           We  hereby  consent  to  the   incorporation  by  reference  in  this
Registration  Statement  on  Form  S-8  of  Health  Express  USA,  Inc.  of  our
Independent  Auditors'  Report dated  February 19, 2003 on the December 29, 2002
and December 30, 2001 consolidated  financial  statements of Health Express USA,
Inc. and  subsidiaries,  which appear in the December 29, 2002 annual  report on
Form 10-KSB (as amended) of Health  Express USA,  Inc., and to all references to
our firm included in or made a part of this Registration Statement.

/s/  Ahearn, Jasco + Company, P.A.

AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
April 22, 2003

                                Exhibit 23.2 - 1