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                                                                     EXHIBIT 4.7

                                 FORM OF WARRANT

The securities represented by this warrant or issuable upon exercise hereof have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered for sale, sold or otherwise disposed
of except pursuant to an effective registration statement filed under the
Securities Act, or pursuant to an exemption from registration under the
Securities Act and any applicable state securities laws.

                                     WARRANT
                      TO PURCHASE SHARES OF COMMON STOCK OF
                               I-FLOW CORPORATION

                          VOID AFTER SEPTEMBER 4, 2008

ISSUED SEPTEMBER 4, 2003                                      WARRANT NO. IFW-__

         This certifies that, for good and valuable consideration,
_________________ or its designated assign (together, the "WARRANTHOLDER"), is
entitled to purchase from I-Flow Corporation, a Delaware corporation (the
"COMPANY"), subject to the terms and conditions hereof, at any time on or after
9:00 a.m. (Pacific Time), on the Effective Date, and before 5:00 p.m. (Pacific
Time), on the Expiration Date (or, if such day is not a Business Day, at or
before 5:00 p.m. (Pacific Time), on the next following Business Day), up to
_____________ (______) fully paid and nonassessable shares of Common Stock at
the Exercise Price. The Exercise Price and the number of Warrant Shares for
which this Warrant is exercisable are subject to adjustment from time to time as
provided in Article III hereof.

                                    ARTICLE I
                               CERTAIN DEFINITIONS

         1.01     DEFINITION OF TERMS. As used in this Warrant, capitalized
terms not otherwise defined have the following meanings:

         (a)      "BUSINESS DAY" means a day other than a Saturday, Sunday or
other day on which banks in the State of California are authorized by law to
remain closed.

         (b)      "COMMON STOCK" means the Company's common stock, par value
$0.001 per share.

         (c)      "EFFECTIVE DATE" means the date hereof.

         (d)      "EXERCISE PRICE" means ten dollars ($10.00) per Warrant Share,
as such price may be adjusted from time to time pursuant to Article III.

         (e)      "EXPIRATION DATE" means September 4, 2008.

         (f)      "MARKET PRICE" means the per share closing price of the Common
Stock, as quoted on the Nasdaq National Market System (or, if the Common Stock
is not then traded on the Nasdaq National Market System, the principal national
securities exchange, automated

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quotation system or other trading market where the Common Stock is then listed,
quoted or traded).

         (g)      "SECURITIES ACT" means the Securities Act of 1933, as amended.

         (h)      "TRADING DAY" means any day on which the Nasdaq National
Market System (or, if the Common Stock is not then traded on the Nasdaq National
Market System, the principal national securities exchange, automated quotation
system or other trading market where the Common Stock is then listed, quoted or
traded) is open for trading.

         (i)      "WARRANTS" means this Warrant and all other warrants that may
be issued in its place.

         (j)      "WARRANTHOLDER" means the person or entity to whom this
Warrant is originally issued, or any successor in interest thereto, or any
assignee or transferee thereof, in whose name the Warrants are registered upon
the books to be maintained by the Company for that purpose.

         (k)      "WARRANT SHARES" means the shares of Common Stock purchasable
upon exercise of the Warrants.

                                   ARTICLE II
                               EXERCISE OF WARRANT

         2.01     DURATION OF WARRANT. The Warrantholder may exercise this
Warrant at any time and from time to time after the Effective Date and before
the Expiration Date. If this Warrant is not exercised before the Expiration Date
it will become void and all rights hereunder will thereupon cease.

         2.02     EXERCISE OF WARRANT.

         (a)      Exercise of this Warrant shall be effected by presentation and
surrender of this Warrant to the Company at its principal executive offices or
at the office of its stock transfer agent, if any, with the form of Exercise
Notice annexed hereto duly executed and accompanied by payment of the full
Exercise Price for each Warrant Share to be purchased.

         (b)      At any time beginning on the one-year anniversary of the
Effective Date, (i) if a registration statement with respect to the resale of
the Warrant Shares has not been declared effective by the SEC or has been
withdrawn by the Company, or (ii) if, after at least five (5) consecutive
trading days after the Warrantholder provides written notice to the Company of
its intention to exercise this Warrant, there exists an Effectiveness Failure
(as defined in that certain Registration Rights Agreement, of even date
herewith, among the Company and the investors thereto), this Warrant may be
exercised in whole or in part, in the case of clause (i) hereof, at any time,
and in the case of clause (ii), at any time following such five (5) consecutive
trading day period and, in either such case, until a registration statement is
effective and available for such resale, by means of a cashless exercise (a
"CASHLESS EXERCISE"). The Cashless Exercise of this Warrant shall be effected by
presentation and surrender of this Warrant to the Company at its principal
executive offices or at the office of its stock transfer agent, if any, with the
form of Exercise Notice annexed hereto duly executed and marked that the
Warrantholder desires to

                                       2

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effect a Cashless Exercise, in which event the Company shall issue to the
Warrantholder a number of shares of Common Stock determined in accordance with
the following formula:

                           X = Y x (A-B)/A

where:                     X = the number of Warrant Shares to be issued to
                               the Warrantholder;

                           Y = the number of Warrant Shares with respect to
                               which this Warrant is being exercised;

                           A = the Market Price on the date this Warrant is
                               exercised; and

                           B = the Exercise Price.

         (c)      Upon receipt of this Warrant with the Exercise Notice duly
executed and accompanied by payment of the aggregate Exercise Price for the
Warrant Shares for which this Warrant is then being exercised, the Company shall
cause to be issued certificates for the total number of whole Warrant Shares
issuable upon such exercise in such denominations as are requested for delivery
to the Warrantholder, and the Company shall thereupon deliver such certificates
to the Warrantholder. The Warrantholder shall be deemed to be the holder of
record of the Warrant Shares issuable upon such exercise, notwithstanding that
the stock transfer books of the Company will then be closed or that certificates
representing such Warrant Shares will not then be actually delivered to the
Warrantholder.

         (d)      In case the Warrantholder exercises this Warrant with respect
to less than all of the Warrant Shares that may be purchased under this Warrant,
the Company shall execute a new warrant in the form of this Warrant for the
balance of such Warrant Shares and deliver such new warrant to the
Warrantholder.

         2.03     RESERVATION OF SHARES. The Company shall reserve for issuance
and delivery upon exercise of this Warrant such number of Warrant Shares that
may be issuable, from time to time, upon exercise of this Warrant. All such
shares will be duly authorized, and when issued upon such exercise, will be
validly issued, fully paid and nonassessable, free and clear of all liens,
security interests, charges and other encumbrances or restrictions on sale and
free and clear of all preemptive rights (except the restrictions imposed by the
legend appearing at the top of the facing page of this Warrant).

         2.04     FRACTIONAL SHARES. The Warrant may be issued only for whole
shares, and the Company will not be required to issue any fraction of a share of
its capital stock in connection with the exercise of this Warrant.

                                   ARTICLE III
                     ADJUSTMENT OF SHARES AND EXERCISE PRICE

         3.01     MECHANICAL ADJUSTMENTS.

         (a)      If at any time after the Effective Date and prior to the
exercise of this Warrant in full, the Company shall, without receipt of
consideration (i) subdivide, reclassify or recapitalize outstanding Common Stock
into

                                       3

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a greater number of shares, whether by a stock split, stock dividend or
otherwise; (ii) combine, reclassify or recapitalize its outstanding Common Stock
into a smaller number of shares; or (iii) issue any shares of its capital stock
by reclassification of its Common Stock (including any such reclassification in
connection with a consolidation or a merger in which the Company is the
continuing corporation), the Company shall make appropriate and proportionate
adjustments to the Exercise Price and number of Warrant Shares in effect at the
time of the record date of such subdivision, combination, reclassification or
recapitalization so that the Warrantholder is entitled to receive the aggregate
number and kind of shares which, if this Warrant had been exercised in full with
respect to all Warrant Shares then remaining subject to this Warrant immediately
prior to such event, the Warrantholder would have owned upon such exercise and
been entitled to receive by virtue of such subdivision, combination,
reclassification or recapitalization. Any adjustment required by this Section
3.01(a) will be made successively immediately after the effective date of any
subdivision, combination, reclassification or recapitalization to allow the
purchase of such aggregate number and kind of shares.

         (b)      In the event that at any time, as a result of any adjustment
made pursuant to Section 3.01(a), the Warrantholder thereafter is entitled to
receive any securities other than or in addition to Common Stock, thereafter the
number of such other shares so receivable upon exercise of any Warrant will be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock
contained in Section 3.01(a).

         3.02     NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or
the Exercise Price is adjusted as herein provided, the Company shall prepare and
deliver forthwith to the Warrantholder a certificate signed by its Chief
Executive Officer or President, and by any Vice President, Treasurer or
Secretary, setting forth the adjusted number of shares purchasable upon the
exercise of this Warrant and the Exercise Price of such shares after such
adjustment, a brief statement of the facts requiring such adjustment and the
computation by which adjustment was made.

         3.03     PRO RATA DISTRIBUTIONS. If the Company, at any time while this
Warrant is outstanding, distributes to holders of Common Stock (a) evidences of
its indebtedness, (b) any security (other than a distribution of Common Stock
otherwise covered by this Article III), (c) rights or warrants to subscribe for
or purchase any security, or (d) any other asset (in each case, "DISTRIBUTED
PROPERTY"), then in each such case the Exercise Price in effect immediately
prior to the record date fixed for determination of stockholders entitled to
receive such distribution shall be adjusted (effective on such record date) to
equal the product of: (x) such Exercise Price, multiplied by (y) a fraction, the
denominator of which is the average of the Market Prices for the five (5)
trading days immediately prior to (but not including) such record date (the
"AVERAGE MARKET PRICE"), and the numerator of which is Average Market Price,
less the then fair market value of the Distributed Property distributed in
respect of one (1) share of Common Stock, as determined by the Company's
independent certified public accountants that regularly examine the financial
statements of the Company (the "APPRAISER").

         3.04     NO ADJUSTMENT FOR DIVIDENDS. Notwithstanding anything herein
to the contrary, no adjustment in respect of any cash dividends paid by the
Company will be made during the term of this Warrant or upon the exercise of
this Warrant.

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         3.05     PRESERVATION OF PURCHASE RIGHTS IN CERTAIN TRANSACTIONS. In
case of any reclassification or capital reorganization of the Company or other
change of outstanding shares of Common Stock (other than a subdivision or a
combination of the outstanding Common Stock and other than a change in the par
value of the Common Stock) or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which the Company is the continuing corporation and said merger does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease, transfer or conveyance to another
corporation of the property and assets of the Company as an entirety or
substantially as an entirety, the Company shall, as a condition precedent to
such transaction, cause such successor or purchasing corporation, as the case
may be, to execute with the Warrantholder an agreement granting the
Warrantholder the right thereafter, upon payment of the Exercise Price in effect
immediately prior to such action, to receive upon exercise of this Warrant the
kind and amount of shares and other securities and property which he would have
owned or have been entitled to receive after the happening of such
reclassification, change, consolidation, merger, sale or conveyance had this
Warrant been exercised immediately prior to such action. Such agreement shall
provide for adjustments in respect of such shares of stock and other securities
and property, which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article III. In the event that in connection
with any such reclassification, capital reorganization, change, consolidation,
merger, sale or conveyance, additional shares of Common Stock shall be issued in
exchange, conversion, substitution or payment, in whole or in part, for, or of,
a security of the Company other than Common Stock, any such issue will be
treated as an issue of Common Stock covered by the provisions of Article III.
The provisions of this Section 3.05 will similarly apply to successive
reclassifications, capital reorganizations, consolidations, mergers, sales or
conveyances.

         3.06     FORM OF WARRANT AFTER ADJUSTMENTS. The form of this Warrant
need not be changed because of any adjustments in the Exercise Price or the
number or kind of the Warrant Shares, and Warrants theretofore or thereafter
issued may continue to express the same price and number and kind of shares as
are stated in this Warrant, as initially issued.

         3.07     TREATMENT OF WARRANTHOLDER. Prior to due presentment for
registration of transfer of this Warrant, the Company may deem and treat the
Warrantholder as the absolute owner of this Warrant (notwithstanding any
notation of ownership or other writing hereon) for all purposes and shall not be
affected by any notice to the contrary.

                                   ARTICLE IV
              OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDER

         4.01     NO RIGHTS AS STOCKHOLDERS. Nothing contained in this Warrant
will be construed as conferring upon the Warrantholder or its transferees the
right to vote or to receive dividends or to consent to or receive notice as a
stockholder in respect of any meeting of stockholders for the election of
directors or any other matter, or any other rights whatsoever as a stockholder
of the Company.

         4.02     LOST STOLEN MUTILATED OR DESTROYED WARRANTS. If this Warrant
is lost, stolen, mutilated or destroyed, the Company may, on such terms as to
indemnity or otherwise as it may

                                       5

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in its discretion impose (which will, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination and
tenor as and in substitution for this Warrant.

         4.03     LIMITATION ON EXERCISE. Notwithstanding anything to the
contrary contained in this Warrant, the number of Warrant Shares that may be
acquired by the Warrantholder upon any exercise of this Warrant (or otherwise in
respect hereof) shall be limited to the extent necessary to ensure that,
following such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Warrantholder (together with its
affiliates and any other persons whose beneficial ownership of Common Stock
would be aggregated with the Warrantholder's for purposes of Section 13(d) of
the Exchange Act), does not exceed 4.999% (the "MAXIMUM PERCENTAGE") of the
total number of issued and outstanding shares of Common Stock (including, for
such purpose, the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
Each delivery of an Exercise Notice hereunder will constitute a representation
by the Warrantholder that it has evaluated the limitation set forth in this
Section 4.03 and determined that issuance of the full number of Warrant Shares
requested in such Exercise Notice is permitted under this Section 4.03 and the
Company shall be entitled to rely on such representation without making any
further inquiry as to whether this Section 4.03 applies. By written notice to
the Company, the Warrantholder may increase or decrease the Maximum Percentage
to any other percentage specified in such notice; provided that (i) such
percentage may not exceed 9.999%; (ii) any increase will not be effective until
the 61st day after such written notice is delivered to the Company; and (iii)
any increase or decrease will apply only to the Warrantholder and not to any
other holder of warrants.

                                    ARTICLE V
            SPLIT-UP, COMBINATION, EXCHANGE AND TRANSFER OF WARRANTS

         5.01     SPLIT-UP, COMBINATION AND EXCHANGE OF WARRANTS. Subject to the
provisions of Section 5.02, this Warrant may be split up, combined or exchanged
for another Warrant or Warrants containing the same terms to purchase a like
aggregate number of Warrant Shares. If the Warrantholder desires to split up,
combine or exchange Warrants, it shall make such request in writing delivered to
the Company and shall surrender to the Company any Warrants to be so split up,
combined or exchanged. Upon any such surrender for a split up, combination or
exchange, the Company shall execute and deliver to the person entitled thereto a
Warrant or Warrants, as the case may be, as so requested. The Company will not
be required to effect any split up, combination or exchange which would result
in the issuance of a Warrant entitling the Warrantholder to purchase upon
exercise a fraction of a share of Common Stock or a fractional Warrant. The
Company may require such Warrantholder to pay a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any split up,
combination or exchange of Warrants.

         5.02     RESTRICTIONS ON TRANSFER. All transfers of this Warrant and
Warrant Shares must be made in such a manner as not to violate any applicable
state securities laws or the Securities Act and the rules and regulations
promulgated thereunder. At the time of a transfer, the Warrantholder shall make
such representations, and such legends will be placed on certificates

                                       6

<PAGE>

representing this Warrant, as may be reasonably required in the opinion of
counsel to the Company to permit a transfer without such registration under the
Securities Act.

                                   ARTICLE VI
                                 OTHER MATTERS

         6.01     AMENDMENTS AND WAIVERS. The provisions of this Warrant,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waiver or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of the
holder of this Warrant.

         6.02     GOVERNING LAW. This Warrant shall be governed by and construed
in accordance with the internal laws of the State of Delaware, without regard to
any conflict of laws principles.

         6.03     SUBMISSION TO JURISDICTION. All actions or proceedings arising
in connection with this Warrant may be tried and litigated in the state or
federal courts located in the County of New Castle, State of Delaware. Each
party hereby waives any right it may have to assert the doctrine of forum non
conveniens or similar doctrine or to object to venue with respect to any
proceeding brought in accordance with this paragraph, and stipulates that the
state and federal courts located in the County of New Castle, State of Delaware
shall have in personam jurisdiction over each of them for the purpose of
litigating any such dispute, controversy, or proceeding. Each party hereby
authorizes and accepts service of process sufficient for personal jurisdiction
in any action against it as contemplated by this Section 6.03 by registered or
certified mail, return receipt requested, postage prepaid, to its address for
the giving of notices as set forth in Section 6.06. Nothing herein shall affect
the right of any party to serve process in any other manner permitted by law.

         6.04     SEVERABILITY. If one or more provisions of this Warrant are
held to be unenforceable under applicable law, such provision will be excluded
from this Warrant and the balance of the Warrant will be interpreted as if such
provision were so excluded and will be enforceable in accordance with its terms.

         6.05     ATTORNEYS' FEES. In any action or proceeding brought to
enforce any provisions of this Warrant, or where any provisions hereof or
thereof is validly asserted as a defense, the prevailing party will be entitled
to recover from the non-prevailing party actual attorneys' fees and
disbursements in addition to its costs and expenses and any other available
remedy.

         6.06     NOTICE. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed given upon
personal delivery or one (1) business day after being sent via a nationally
recognized overnight courier service if overnight courier service is requested
from such service or upon receipt of electronic or other confirmation of
transmission if sent via facsimile, to the parties, their successors in interest
or their assignees. Notices to the Investors shall be delivered to the
applicable addresses set forth on Schedule 1 to the Securities Purchase
Agreement, dated as of September 2, 2003, among the Company and the investors
thereto; notices to the Company shall be delivered to its principal place of
business, Attention: Chief Executive Officer. Any party may change its address
for delivery of notice by written notice in accordance with this Section 6.06.

                                       7

<PAGE>

         IN WITNESS WHEREOF, this Warrant has been duly executed and delivered
as of the date first above written.

                                     THE COMPANY:

                                     I-Flow Corporation,
                                     a Delaware corporation

                                     By:________________________________________
                                          James R. Talevich
                                          Chief Financial Officer

                                       8

<PAGE>

                               FORM OF ASSIGNMENT
                (To be executed only upon assignment of Warrant)

         For value received, _________________________ hereby sells, assigns and
transfers unto __________________ the within Warrant, together with all right,
title and interest therein, and does hereby irrevocably constitute and appoint
attorney, to transfer said Warrant on the books of the within-named Company with
respect to the number of Warrant Shares set forth below, with full power of
substitution in the premises:

<TABLE>
<CAPTION>
NAME(S) OF ASSIGNEE(S)               ADDRESS             NO. OF WARRANT SHARES
------------------------------------------------------------------------------
<S>                                  <C>                 <C>

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

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

------------------------------------------------------------------------------
</TABLE>

And if said transferred Warrant Shares shall not be all the Warrant Shares
represented by the Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the Warrant Shares represented by said
Warrant.

Dated: __________________               ________________________________________
                                        Signature

Note: The above signature must correspond exactly with the name in which the
Warrant is issued at the time of transfer.

<PAGE>

                             FORM OF EXERCISE NOTICE
      (to be executed upon exercise of Warrant pursuant to Section 2.02(a))

         The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder
_______________ Warrant Shares, and either:

         [ ]      tenders herewith payment of the purchase price in full in the
form of cash or a certified or official bank check in the amount of
$______________; or

         [ ]      meets the requirements of Section 2.02(b) of this Warrant and
elects to make a Cashless Exercise in accordance with the terms and conditions
thereof.

         In connection with the irrevocable election to exercise this Warrant,
the undersigned hereby represents and warrants to I-Flow Corporation that:

         (a)      Except to the extent covered by an effective registration
statement, the Warrant Shares will be acquired for investment for the
undersigned's own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and the undersigned has no present
intention of selling, granting any participation in, or otherwise distributing
any of the Warrant Shares; provided, however, that in making such
representation, the undersigned does not agree to, or represent that it will,
hold the Warrant Shares for any minimum or specific term and reserves the right
to sell, transfer or otherwise dispose of the Warrant Shares at any time in
accordance with the provisions of this Warrant and with applicable federal and
state securities laws.

         (b)      The undersigned is an "accredited investor" (as defined under
SEC Rule 501 of Regulation D under the Securities Act of 1933, as amended). The
undersigned is able to bear the economic risk of an investment in the Warrant
Shares and has such knowledge and experience in financial and business matters
that the undersigned is capable of evaluating the merits and risks of the
exercise of this Warrant. The undersigned also represents that the undersigned
has not been organized for the purpose of acquiring the Units or that, if it has
been so organized, each member, partner or stockholder of such Investor is an
"accredited investor."

         (c)      The undersigned understands that (unless covered by an
effective registration statement, sold pursuant to Rule 144 under the Securities
Act) the Warrant Shares will be characterized as "restricted securities" under
the federal securities laws. The undersigned understands that, if the Warrant
Shares are characterized as restricted securities, the Warrant Shares may not be
sold, transferred or otherwise disposed of without registration under the
Securities Act or an exemption therefrom. In the absence of an effective
registration statement covering the Warrant Shares or an available exemption
from registration under the Securities Act, the Warrant Shares must be held
indefinitely. The undersigned is familiar with Rule 144 under the Securities
Act, as currently in effect, and understands the resale limitations imposed
thereby and by the Securities Act. The undersigned is also familiar with the
anti-manipulation rules and regulations promulgated under the Securities
Exchange Act of 1934, as amended, including Regulation M.

<PAGE>

         Please issue a certificate or certificates for such Warrant Shares in
the name of:

                                Name:___________________________________________

                                (Please print Address and Social Security Number
                                below)

Dated: ________________         ________________________________________________
                                Signature

Note: The above signature must correspond exactly with the name in which the
Warrant is issued at the time of transfer.

         If the number of shares are not all the shares exchangeable or
purchasable under the within Warrant, a new Warrant is to be issued in the name
of the registered Warrant holder for the balance remaining of the shares
purchasable rounded up to the next higher number of shares.

                                       2