Warrant

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON THE EXERCISE  HEREOF
HAVE NOT BEEN REGISTERED  UNDER EITHER THE SECURITIES ACT OF 1933 (THE "ACT") OR
APPLICABLE  STATE  SECURITIES  LAWS (THE  "STATE  ACTS")  AND SHALL NOT BE SOLD,
PLEDGED,  HYPOTHECATED,  DONATED, OR OTHERWISE  TRANSFERRED  (WHETHER OR NOT FOR
CONSIDERATION)  BY THE  HOLDER  EXCEPT  UPON THE  ISSUANCE  TO THE  COMPANY OF A
FAVORABLE  OPINION OF COUNSEL OR  SUBMISSION  TO THE COMPANY OF SUCH EVIDENCE AS
MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY,  IN EACH SUCH CASE, TO THE EFFECT
THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

WARRANT TO PURCHASE _________ (______) SHARES OF COMMON STOCK

                           INNOVATIVE MEDICAL SERVICES
                           (a California Corporation)
                     Not Transferable or Exercisable Except
                        upon Conditions Herein Specified
                              Void after 5:00 P.M.,
                  Pacific Standard Time, on the March 31, 2001

     Innovative  Medical  Services,  a California  corporation  (the  "Company")
hereby  certifies  that,  ___________,  as the  registered  holder  hereof  (the
"Holder"),  for value  received,  is entitled  to purchase  from the Company the
number of fully paid and  non-assessable  shares of Common  Stock of the Company
(the  "Shares"),  stated  above at the  purchase  price of $5.25 per Share  (the
"Exercise  Price")  (the number of Shares and  Exercise  Price being  subject to
adjustment  as  hereinafter  provided)  upon the  terms  and  conditions  herein
provided. 1. Exercise of Warrants.

     (a) Subject to subsection (b) of this Section 1 and Section 11 below,  upon
presentation  and  surrender  of this  Warrant  Certificate,  with the  attached
Purchase  Form duly  executed,  at the  principal  office of the Company at 1725
Gillespie Way, El Cajon,  California 92020 or at such other place as the Company
may designate by notice to the Holder hereof,  together with a certified or bank
cashier's  check  payable  to the  order of the  Company  in the  amount  of the
Exercise  Price times the number of Shares being  purchased,  the Company  shall
deliver  to  the  Holder  hereof,  as  promptly  as  practicable,   certificates
representing the Shares being purchased.  This Warrant may be exercised in whole
or in part;  and, in case of exercise  hereof in part only,  the  Company,  upon
surrender  hereof,  will  deliver to the  Holder a new  Warrant  Certificate  or
Warrant  Certificates  of like tenor entitling the Holder to purchase the number
of Shares as to which this Warrant has not been exercised.
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     (b) This  Warrant may be exercised in whole or in part at any time prior to
5:00 o'clock P.M., Pacific Standard Time, on March 31, 2001.

     2. Exchange and Transfer of Warrant.  This Warrant (a) at any time prior to
the exercise  hereof,  upon  presentation  and surrender to the Company,  may be
exchanged,  alone or with other Warrants of like tenor registered in the name of
the Holder,  for another  Warrant or other Warrants of like tenor in the name of
such Holder  exercisable for the same aggregate  number of Shares as the Warrant
or Warrants  surrendered,  (b) may not be sold,  transferred,  hypothecated,  or
assigned, in whole or in part, without the prior written consent of the Company.

     3. Rights and Obligations of Warrant Holder.

     (a) The Holder of this Warrant  Certificate shall not, by virtue hereof, be
entitled  to any rights of a  stockholder  in the  Company,  either at law or in
equity;  provided,  however, in the event that any certificate  representing the
Shares is issued to the Holder hereof upon exercise of this Warrant, such Holder
shall,  for all purposes,  be deemed to have become the holder of record of such
Shares  on the date on which  this  Warrant  Certificate,  together  with a duly
executed  Purchase Form, was  surrendered  and payment of the Exercise Price was
made, irrespective of the date of delivery of such Share certificate. The rights
of the Holder of this  Warrant  are  limited to those  expressed  herein and the
Holder of this Warrant,  by its acceptance hereof,  consents to and agrees to be
bound by and to comply  with all the  provisions  of this  Warrant  Certificate,
including,  without  limitation,  all the  obligations  imposed  upon the Holder
hereof by  Sections 2 and 5 hereof.  In  addition,  the  Holder of this  Warrant
Certificate,  by accepting the same,  agrees that the Company may deem and treat
the person in whose name this Warrant  Certificate is registered on the books of
the Company  maintained for such purpose as the absolute,  true and lawful owner
for all purposes whatsoever,  notwithstanding any notation of ownership or other
writing  thereon,  and the  Company  shall not be  affected by any notice to the
contrary.

                  (b) No Holder of this Warrant  Certificate,  as such, shall be
entitled to vote or receive  distributions  or to be deemed the holder of Shares
for any purpose,  nor shall  anything  contained in this Warrant  Certificate be
construed to confer upon any Holder of this Warrant Certificate, as such, any of
the  rights  of a  stockholder  of the  Company  or any  right to vote,  give or
withhold   consent   to  any   action   by  the   Company,   whether   upon  any
recapitalization,  issue of stock, reclassification of stock, merger, conveyance
or otherwise,  receive notice of meetings or other action affecting stockholders
(except for notices provided for herein),  receive  distributions,  subscription
rights,  or  otherwise,  until this Warrant  shall have been  exercised  and the
Shares  purchasable upon the exercise  thereof shall have become  deliverable as
provided herein; provided,  however, that any such exercise on any date when the
stock transfer books of the Company shall be closed shall  constitute the person
or persons  in whose name or names the  certificate  or  certificates  for those
Shares are to be issued as the record holder or holders thereof for all purposes
at the  opening  of  business  on the next  succeeding  day on which  such stock
transfer books are open, and the Warrant surrendered shall not be deemed to have
been  exercised,  in  whole  or in  part as the  case  may be,  until  the  next
succeeding  day on which  stock  transfer  books  are open  for the  purpose  of
determining
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entitlement to distributions on the Company's common stock.

         4. Shares  Underlying  Warrants.  The Company covenants and agrees that
all Shares  delivered  upon  exercise of this Warrant  shall,  upon delivery and
payment  therefor,  be duly and validly  authorized  and issued,  fully-paid and
non-assessable,  and free from all stamp taxes,  liens, and charges with respect
to the purchase thereof In addition,  the Company agrees at all times to reserve
and keep  available  an  authorized  number of Shares  sufficient  to permit the
exercise in full of this Warrant.

         5. Disposition of Warrants or Shares.

                  (a) The holder of this Warrant  Certificate and any transferee
hereof or of the Shares  issuable upon the exercise of the Warrant  Certificate,
by their acceptance  hereof,  hereby understand and agree that the Warrant,  and
the Shares issuable upon the exercise  hereof,  have not been  registered  under
either the  Securities  Act of 1933 (the "Act") or applicable  state  securities
laws (the "State Acts") and shall not be sold, pledged,  hypothecated,  donated,
or  otherwise  transferred  (whether or not for  consideration)  except upon the
issuance to the Company of a favorable  opinion of counsel or  submission to the
Company of such evidence as may be  satisfactory  to counsel to the Company,  in
each such case, to the effect that any such  transfer  shall not be in violation
of the Act and the State Acts.  It shall be a condition  to the transfer of this
Warrant that any transferee thereof deliver to the Company its written agreement
to  accept  and be bound by all of the  terms  and  conditions  of this  Warrant
Certificate.

                  (b)  Unless  and  until  there  is an  effective  registration
statement filed with the U.S.  Securities and Exchange Commission for the Common
Stock  underlying the Warrant,  the stock  certificates of the Company that will
evidence  the shares of Common  Stock with  respect to which this Warrant may be
exercisable  will be imprinted  with  conspicuous  legend in  substantially  the
following form:

                           "The securities  represented by this certificate have
         not been registered under either the Securities Act of 1933 (the "Act")
         or applicable state securities laws (the "State Acts") and shall not be
         sold, pledged, hypothecated,  donated or otherwise transferred (whether
         or not for consideration) by the holder except upon the issuance to the
         Company of a  favorable  opinion of its  counsel or  submission  to the
         company of such other evidence as may be satisfactory to counsel of the
         Company,  in each such case, to the effect that any such transfer shall
         not be in violation of the Act and the State Acts."

The Company has agreed to register  the Common  Stock with respect to which this
Warrant may be exercisable for distribution in accordance with the provisions of
the  Act  pursuant  to a  registration  statement  to be  filed  with  the  U.S.
Securities and Exchange Commission on or before April 28, 2000.

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         6. Adjustments.  The number of Shares  purchasable upon the exercise of
each Warrant is subject to adjustment  from time to time upon the  occurrence of
any of the events enumerated below.

                  (a) In case the Company  shall:  (i) pay a dividend in Shares,
(ii) subdivide its  outstanding  Shares into a greater  number of Shares,  (iii)
combine its outstanding  Shares into a smaller number of Shares,  or (iv) issue,
by  reclassification  of its Shares, any shares of its capital stock, the amount
of Shares  purchasable  upon the  exercise  of each  Warrant  immediately  prior
thereto  shall be adjusted so that the Holder  shall be entitled to receive upon
exercise of the Warrant that number of Shares which such Holder would have owned
or would have been  entitled to receive  after the  happening  of such event had
such Holder exercised the Warrant  immediately  prior to the record date, in the
case  of  such  dividend,  or the  effective  date,  in  the  case  of any  such
subdivision,  combination or  reclassification.  An adjustment  made pursuant to
this  subsection (a) shall be made whenever any of such events shall occur,  but
shall become  effective  retroactively  after such record date or such effective
date, as the case may be, as to Warrants  exercised  between such record date or
effective date and the date of happening of any such event.

                  (b) In case the Company  shall issue rights or warrants to all
holders of its Shares entitling them to subscribe for or to purchase Shares at a
price per Share  which,  when added to the amount of  consideration  received or
receivable by the Company for such rights or warrants,  is less than the Current
Market Price (as  hereinafter  defined) per Share at the record date, the number
of Shares  purchasable  upon the exercise of this  Warrant  shall be adjusted so
that thereafter,  until further adjusted,  each Warrant shall entitle the Holder
to purchase that number of Shares determined by multiplying the number of Shares
purchasable hereunder by a fraction,  the numerator of which shall be the number
of additional Shares issuable upon the exercise of such rights or warrants,  and
the  denominator of which shall be the number of Shares which an amount equal to
the sum of (i) the  aggregate  exercise  price of the  total  number  of  Shares
issuable  upon the exercise of such rights or warrants,  and (ii) the  aggregate
amount of consideration, if any, received, or receivable by the Company for such
rights or warrants, would purchase at such Current Market Price. Such adjustment
shall be made  whenever  such rights or warrants  are issued,  but shall also be
effective retroactively as to Warrants exercised between the record date for the
determination  of  stockholders  entitled to receive such rights or warrants and
the date such rights or warrants are issued.

                  (c) For the purpose of any  computation  under  subsection (b)
above,  the  Current  Market  Price per Share at any date  shall be:  (i) if the
Shares are listed on any national securities exchange,  the average of the daily
closing prices for the 15 consecutive  business days commencing 20 business days
before the day in question  (the "Trading  Period");  (ii) if the Shares are not
listed on any national securities exchange but are quoted on the Nasdaq SmallCap
Market,  the  average  of the high and low bids as  reported  by NASDAQ  for the
Trading  Period;  and (iii) if the Shares  are  neither  listed on any  national
securities  exchange nor quoted on NASDAQ,  the higher of (x) the exercise price
then in effect,  or (y) the  tangible  book value per Share as of the end of the
Company's immediately preceding fiscal year.

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                  (d) No  adjustment  shall be required  unless such  adjustment
would  require an  increase  or  decrease of at least 1% in the number of Shares
purchasable hereunder;  provided,  however, that any adjustments which by reason
of this  subsection (d) are not required to be made shall be carried forward and
taken into account in any subsequent  adjustment.  All  calculations  under this
Section 6 shall be made to the nearest one-hundredth of a Share.

                  (e) No adjustment shall be made in any of the following cases:

                           (i) Upon the grant or exercise  of stock  options now
or hereafter granted,  or under any employee stock option or stock purchase plan
now or hereafter  authorized,  to the extent that the aggregate of the number of
Shares which may be purchased under such options and the number of Shares issued
under  such  employee  stock  purchase  plan is less than or equal to 10% of the
number of Shares outstanding on January 1 of the year of the grant or exercise;

                           (ii) Shares issued upon the  conversion of any of the
Company's convertible or exchangeable securities;

                           (iii)   Shares   issued   in   connection   with  the
acquisition by the Company or by any subsidiary of the Company of 80% or more of
the assets of another  corporation  or entity,  and Shares  issued in connection
with the  acquisition  by the Company or by any subsidiary of the Company of 80%
or more of the voting shares of another corporation  (including Shares issued in
connection  with such  acquisition  of voting  shares of such other  corporation
subsequent to the acquisition of an aggregate
of 80% of such  voting  shares),  Shares  issued in a merger of the Company or a
subsidiary of the Company with another  corporation  in which the Company or the
Company's  subsidiary is the surviving  corporation,  and Shares issued upon the
conversion of other securities issued in connection with any such acquisition or
in any such merger; and

                           (iv)  Shares  issued  pursuant  to this  Warrant  and
pursuant to all stock options and warrants outstanding on the date hereof.

                  (f) Notice to  Warrant  Holders of  Adjustment.  Whenever  the
number of Shares  purchasable  hereunder  is  adjusted as herein  provided,  the
Company shall cause to be mailed to the Holder in accordance with the provisions
of this  Section 6 a notice (i)  stating  that the number of Shares  purchasable
upon  exercise  of this  Warrant  have been  adjusted,  (ii)  setting  forth the
adjusted number of Shares purchasable upon the exercise of a Warrant,  and (iii)
showing in  reasonable  detail the  computations  and the facts,  including  the
amount of consideration received or deemed to have been received by the Company,
upon which such adjustments are based.

         7.  Fractional  Shares.  The Company shall not be required to issue any
fraction  of a Share upon the  exercise  of  Warrants.  If more than one Warrant
shall be surrendered for exercise at one time by the same Holder,  the number of
full Shares which shall be issuable upon  exercise  thereof
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shall be computed on the basis of the aggregate number of Shares with respect to
which this Warrant is exercised.  If any fractional interest in a Share shall be
deliverable  upon the  exercise  of this  Warrant,  the  Company  shall  make an
adjustment  therefor in cash equal to such  fraction  multiplied  by the Current
Market  Price  of the  Shares  on the  business  day next  preceding  the day of
exercise.

         8. Loss or  Destruction.  Upon receipt of evidence  satisfactory to the
Company  of  the  loss,  theft,  destruction,  or  mutilation  of  this  Warrant
Certificate  and,  in the case of any such  loss,  theft  or  destruction,  upon
delivery of an indemnity  agreement or bond satisfactory in form,  substance and
amount to the Company or, in the case of any such mutilation, upon surrender and
cancellation  of this  Warrant  Certificate,  the  Company at its  expense  will
execute and deliver, in lieu thereof, a new Warrant Certificate of like tenor.

         9. Survival. The various rights and obligations of the Holder hereof as
set forth herein shall survive the exercise of the Warrants  represented  hereby
and the surrender of this Warrant Certificate.

         10.  Notices.  Whenever any notice,  payment of any purchase  price, or
other communication is required to be given or delivered under the terms of this
Warrant,  it shall be in writing and delivered by hand delivery or United States
registered or certified mail,  return receipt  requested,  postage prepaid,  and
will be deemed to have been given or delivered on the date such notice, purchase
price or other communication is so delivered or posted, as the case may be; and,
if to the Company,  it will be  addressed to the address  specified in Section 1
hereof,  and if to the Holder,  it will be addressed to the registered Holder at
its, his or her address as it appears on the books of the Company.

         11. Redemption of Warrants. This Warrant may be redeemed by the Company
upon  thirty  days  written  notice to the  Holder for $0.05 per  Warrant  Share
provided that the closing bid price for the  Company's  common stock as reported
by its  trading  market  has been not less  than  $4.00  per  share  for  twenty
consecutive  trading days.  Unless this Warrant has been  exercised  pursuant to
Section 1 on or before  the  thirtieth  day  following  the date of the  written
notice,  this Warrant shall be null and void save only the Company's  obligation
to pay the redemption amount.


INNOVATIVE MEDICAL SERVICES



By:
         Michael L. Krall, President
         March 31, 2000


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                                  PURCHASE FORM

DATE:


TO:      INNOVATIVE MEDICAL SERVICES

         The  undersigned  hereby  irrevocably  elects to exercise  the attached
Warrant  Certificate  to the  extent of ____  shares  of the  Common  Stock,  of
INNOVATIVE  MEDICAL  SERVICES and hereby makes payment of $_______ ($5.25 x # OF
WARRANTS  EXERCISED)  in  accordance  with the  provisions  of  Section 1 of the
Warrant Certificate in payment of the purchase price thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK


Name:       ---------------------------------------------------
                  Please typewrite or print in block letters)


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

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

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




By:               --------------------------
                  Signature of Record Holder



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