<PAGE>   1
                                                                   EXHIBIT 10.24



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES
ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR PURSUANT TO RULES 144
OR 144A UNDER THE ACT OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY, AND ITS COUNSEL THAT THERE IS AN EFFECTIVE EXEMPTION FROM SUCH
REGISTRATION.



                               HYPERBARIC SYSTEMS

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                   VOID AFTER 5:00 P.M. PACIFIC STANDARD TIME

                              ON SEPTEMBER 21, 2004

        FOR VALUE RECEIVED, The Corporate Law Group (the "Warrant Holder") is
entitled to subscribe for and purchase, subject to the terms and conditions set
forth in this Warrant, Ten Thousand Five Hundred (10,000) shares of Common Stock
("Stock") of HYPERBARIC SYSTEMS, a California corporation (the "Company"). The
exercise price of this warrant (the "Exercise Price") and purchase price of the
Stock shall be $1.50 per share.

        1. CONDITIONS TO EXERCISE THIS WARRANT. Subject to the provisions and
upon the terms and conditions herein set forth, this Warrant may be exercised in
whole, or in part as set forth herein, at any time during the period ending at
5:00 p.m., Pacific Standard Time on September 21, 2004 (the "Warrant Termination
Date"). In no event may this Warrant be exercised after the Warrant Termination
Date.

        2. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT. The purchase
right represented by this Warrant may only be exercised by the registered holder
hereof, in whole or in part as set forth herein, by the surrender of this
Warrant (with the notice of exercise provision contained on the last page hereof
duly executed) at the principal office of the Company, and by the payment to the
Company, by check, cancellation of indebtedness, or both, of an amount equal to
the Exercise Price per share multiplied by the number of shares then being
purchased. Notwithstanding the terms hereof allowing partial exercise of this
Warrant, in no event may this Warrant be exercised at any time for less than
twenty-five percent (25%) of the number of shares for which this Warrant is
originally exercisable. In the event of the partial exercise hereof, a
replacement warrant in substantially the form hereof, but for the number of
shares for which this Warrant is not exercised shall be delivered to the Warrant
Holder within a

<PAGE>   2

reasonable period of time following such partial exercise. In the event of any
exercise of this Warrant, certificates for the shares of Stock so purchased
shall be delivered to the holder hereof as soon as practicable. Such exercise
shall be deemed to have been made immediately prior to the close of business on
the date of surrender of this Warrant.

        3. STOCK FULLY PAID; RESERVATION OF SHARES. All shares of Stock which
may be issued upon the exercise of this Warrant will, upon issuance, be duly
authorized and validly issued, and fully paid and non-assessable, and free from
all taxes, liens, and charges with respect to the issue thereof. During the
period within which the rights represented by this Warrant may be exercised, the
Company will use its best efforts to cause to be authorized, and thereafter at
all times have authorized, and reserved for the purpose of the issue upon
exercise of the purchase rights evidenced by this Warrant, a sufficient number
of shares of its Stock to provide for the exercise of the rights represented by
this Warrant.

        4. ADJUSTMENTS IN CONVERSION PRICE. In the event the Company hereof
shall fix a record date for any stock split, reverse split, combination or
recapitalization or for the determination of holders of common stock entitled to
receive a dividend or other distribution payable in additional shares of common
stock or other securities or rights convertible into or entitling the holder
thereof to receive directly or indirectly, additional shares of common stock
("Common Stock Equivalents") without payment of any consideration by such holder
for the additional shares of common stock or Common Stock Equivalents, then, as
of such record date, (or the date of such event if no record date is Fixed), the
price per share of Common Stock for which this Warrant may be exercised shall be
appropriately decreased or increased so that the number of shares of Common
Stock issuable on exercise hereof shall be increased or decreased in proportion
to such increase or decrease of outstanding shares, with any such Common Stock
Equivalents evaluated on a full dilution, full conversion basis. The Company
shall not, by amendment of its Certificate of Incorporation or through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms or provisions to
be observed or performed under this provision.

        5. FRACTIONAL SHARES. No fractional shares of Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor equal to the product of such
fraction and the Exercise Price.

        6. COMPLIANCE WITH SECURITIES LAWS; DISPOSITION OF WARRANT AND SHARES OF
COMMON STOCK.

                (a) Compliance With Securities Laws. The holder of this Warrant,
by acceptance hereof, acknowledges that this Warrant and the shares of Stock to
be issued upon exercise hereof are being acquired for investment purposes only
and that such Holder will not offer, sell or otherwise dispose of this Warrant
or any shares of Stock to

<PAGE>   3

be issued upon exercise hereof except under circumstances which will not result
in a violation of the Securities Act of 1933, as amended (the "Act"), or any
state securities laws. Upon exercise of this Warrant, the holder hereof shall,
if requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the shares of Stock so purchased are being acquired for investment
purposes only and not with a view toward distribution or resale. This Warrant
and all shares of Stock issued upon exercise of this Warrant shall be stamped or
imprinted with a legend therein setting forth substantially the following
statement (in addition to any legend required by state securities laws):

               THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR
               INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE
               SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES
               AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR
               TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN
               EFFECT AS TO SUCH SALE OR TRANSFER, OR IN THE OPINION OF COUNSEL
               ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY, OR
               AN EXCEPTION THEREFROM IS AVAILABLE UNDER THE ACT.

               (b) Transfer of Warrant or Shares of Stock. Each certificate
representing the shares of Stock issued hereunder shall bear a legend as to the
restrictions on transferability in order to insure compliance with applicable
securities laws unless, in the opinion of counsel for the Company, such legends
are not required. The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.

        7. "MARKET STAND-OFF" AGREEMENT. The Warrant Holder agrees that, during
that period of duration specified by the Company and an underwriter of common
stock (or other securities) of the Company, following the effective date of a
registration statement of the Company filed under the Securities Act of 1933, as
amended, the Warrant Holder shall not, to the extent requested by the Company
and such underwriter, directly or indirectly, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any common stock of the Company held by Holder at any time during such
period except common stock included in such registration, provided, however,
that (a) such agreement shall be applicable only to the first such registration
statement of the Company which covers common stock (or other securities) to be
sold on its behalf to the public in an underwritten offering, and (b) all
officers and directors of the Company and all persons with registration rights
with respect to securities of the Company enter into similar agreements.

<PAGE>   4
           In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to such common stock held by Holder
until the end of such period.

        8. RIGHTS OF SHAREHOLDERS. This Warrant shall not entitle the Holder to
be deemed the holder of stock or any other securities of the Company which may
be issuable on the exercise hereof for any purpose, nor shall anything contained
herein be construed to confer upon the holder of this Warrant, as such, any of
the rights of a shareholder of the Company or any right to vote for the election
of directors or upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of stock,
consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised and the certificates representing the Shares
purchasable upon the exercise hereof shall have been issued, as provided herein.


                                       HYPERBARIC SYSTEMS,
                                       A CALIFORNIA CORPORATION

                                   BY:
                                       -----------------------------------------
                                       MR. ARDETH SEALY, CHIEF FINANCIAL OFFICER
                                       AND SECRETARY

<PAGE>   5

                               NOTICE OF EXERCISE


TO:     HYPERBARIC SYSTEMS


        1. The undersigned hereby elects to purchase _________________
(___________) shares of Common Stock of HYPERBARIC SYSTEMS (the "Company")
pursuant to the terms of the foregoing Warrant, and tenders herewith payment of
the purchase price for such shares in full, together with all applicable
transfer taxes, if any.

        2. Please issue a certificate or certificates representing such
securities in the name of the undersigned or in such other name as is specified
below:

                         -------------------------------
                                     (NAME)

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

                         -------------------------------
                                    (ADDRESS)

        3. The undersigned represents that the shares of Stock set forth above
are being acquired for the account of the undersigned for investment purposes
only and not with a view to, or for resale in connection with, the distribution
thereof and that the undersigned has no present intention of distributing or
reselling such shares. In support thereof, the undersigned agrees to execute an
investment representation statement in a form reasonably requested by the
Company as a condition to the exercise herein noticed.


                                        BY:
                                            ------------------------------------
                                            AUTHORIZED SIGNER



                                            ------------------------------------
                                            DATE