<PAGE>

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED, EXCEPT IN ACCORDANCE WITH SECTION 3(B) HEREOF.


                                 ECHOCATH, INC.

          Warrants for the Purchase of Shares of Class A Common Stock,
                             no par value per share

                         Expiration Date: _______, 2002


No. _______                                                   _________ Warrants


                  THIS CERTIFIES that, for value received, Noteholder(s), with
an address at Noteholder's address (including any permitted transferee, the
"Holder"), is the registered holder of the number of warrants set forth above,
each of which represents the right to purchase one fully paid and nonassessable
share of the Class A common stock, no par value ("Common Stock"), of EchoCath,
Inc., a New Jersey corporation (the "Company"), at an initial exercise price
equal to $0.75 (Seventy-Five cents) per share, subject to adjustment as provided
herein (the "Exercise Price"), upon the terms and conditions set forth herein,
at any time or from time to time before 5:00 P.M., Eastern Standard time on
_______, 2002 (the "Exercise Period").

         This warrant certificate is one of a series of warrant certificates
evidencing warrants held by the Holder (collectively, including any warrants
issued upon the exercise or transfer of any such warrants in whole or in part,
the "Warrants") issued pursuant to an offering (the "Offering") by the Company
of units each full unit consisting of (i) a 6 1/2% convertible promissory note
in the principal amount of $25,000 (collectively, with all notes included in the
units, the "Notes"), and (ii) a warrant to purchase 33,333 shares of Common
Stock, pursuant to a Confidential Information Memorandum, dated March 17, 1999,
as it may be amended or supplemented (the "Memorandum"). As used herein, the
term "this Warrant" shall mean and include this Warrant and any Warrant or
Warrants hereafter issued as a consequence of the exercise or transfer of this
Warrant in whole or in part.

                  The number of shares of Common Stock issuable upon exercise of
these Warrants (the "Warrant Shares") and the Exercise Price may be adjusted
from time to time as hereinafter set forth.

                  The Holder is entitled to all rights described in the
subscription agreement between the Company and the original holder of this
Warrant executed and delivered in accordance with the terms of the Offering,
including, without limitation, certain registration rights.

                                       1


<PAGE>


     1. This Warrant may be exercised during the Exercise Period, as to the full
number of Warrant Shares underlying the Warrants evidenced by this warrant
certificate (or any lesser portion thereof in increments of 1000 Warrant Shares
or lesser number of Warrant Shares then remaining unexercised), by the surrender
of this Warrant (with the election at the end hereof duly executed) to the
Company, 4326 US Route 1, Monmouth Junction, New Jersey 08852, Attention: Mr.
Frank DeBernardis, or at such other place as is designated in writing by the
Company. Such executed election must be accompanied by payment in an amount
equal to the Exercise Price multiplied by the number of Warrant Shares for which
this Warrant is being exercised. Such payment may be made by certified or bank
cashier's check payable to the order of the Company.

     2. Upon each exercise of the Holder's rights to purchase Warrant Shares,
the Holder shall be deemed to be the holder of record of the Warrant Shares
issuable upon such exercise, notwithstanding that the transfer books of the
Company shall then be closed or certificates representing such Warrant Shares
shall not then have been actually delivered to the Holder. As soon as
practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates for the Warrant Shares
issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the right of the Holder to purchase the balance of the
Warrant Shares (or portions thereof) subject to purchase hereunder.

     3. (a) Any Warrants issued upon the transfer or exercise in part of this
Warrant shall be numbered and shall be registered in a Warrant Register as they
are issued. The Company shall be entitled to treat the registered holder of any
Warrant on the Warrant Register as the owner in fact thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made with the
actual knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such registration or transfer, or with the knowledge of such facts
that its participation therein amounts to bad faith. This Warrant shall be
transferable only on the books of the Company upon delivery thereof duly
endorsed by the Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment, or authority to
transfer. In all cases of transfer by an attorney, executor, administrator,
guardian, or other legal representative, duly authenticated evidence of his or
its authority shall be produced. Upon any registration of transfer, the Company
shall deliver a new Warrant or Warrants to the person entitled thereto. This
Warrant may be exchanged, at the option of the Holder thereof, for another
Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Warrant
Shares (or portions thereof), upon surrender to the Company or its duly
authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company, such transfer does not comply with the
provisions of the Act and the rules and regulations thereunder.

         (b) The Holder acknowledges that the Holder has been advised by the
Company that neither this Warrant nor the Warrant Shares have been registered
under the Act,

                                       2


<PAGE>

that this Warrant is being or has been issued and the Warrant Shares may be
issued on the basis of the statutory exemption provided by Section 4(2) of the
Act or Regulation D promulgated thereunder, or both, relating to transactions by
an issuer not involving any public offering, and that the Company's reliance
thereon is based in part upon the representations made by the original Holder in
the Subscription Agreement. The Holder acknowledges that he has been informed by
the Company of, or is otherwise familiar with, the nature of the limitations
imposed by the Act and the rules and regulations thereunder on the transfer of
securities. In particular, the Holder agrees that no sale, assignment or
transfer of this Warrant or the Warrant Shares issuable upon exercise hereof
shall be valid or effective, and the Company shall not be required to give any
effect to any such sale, assignment or transfer, unless (i) the sale, assignment
or transfer of this Warrant or such Warrant Shares is registered under the Act,
it being understood that neither this Warrant nor such Warrant Shares are
currently registered for sale and that the Company has no obligation or
intention to so register this Warrant or such Warrant Shares except as
specifically provided herein, or (ii) this Warrant or such Warrant Shares are
sold, assigned or transferred in accordance with all the requirements and
limitations of Rule 144 promulgated under the Act, it being understood that Rule
144 is not available at the time of the original issuance of this Warrant for
the sale of this Warrant or such Warrant Shares and that there can be no
assurance that Rule 144 sales will be available at any subsequent time, or (iii)
the Company receiving an opinion of counsel satisfactory to it that such sale,
assignment, or transfer is otherwise exempt from registration under the Act.

     4. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the rights to purchase all Warrant Shares granted pursuant to
the Warrants, such number of shares of Common Stock as shall, from time to time,
be sufficient therefor. The Company covenants that all shares of Common Stock
issuable upon exercise of this Warrant, upon receipt by the Company of the full
purchase price therefor, shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.

     5. (a) In case the Company shall at any time after the date the Warrants
were first issued (i) declare a dividend on the outstanding Common Stock payable
in shares of its capital stock, (ii) subdivide the outstanding Common Stock,
(iii) combine the outstanding Common Stock into a smaller number of shares, or
(iv) issue any shares of its capital stock by reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then, in each case,
the Exercise Price, and the number of Warrant Shares issuable upon exercise of
this Warrant, in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination, or reclassification, shall
be proportionately adjusted so that the Holder after such time shall be entitled
to receive the aggregate number and kind of shares which, if such Warrant had
been exercised immediately prior to such time, he would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination, or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.

         No adjustment in the Exercise Price shall be required if such
adjustment is less than $.10 (which amount will be proportionately adjusted in
the event of stock splits or the like); provided, however, that any adjustments
which by reason of this Section 5 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All


                                       3


<PAGE>



calculations under this Section 5 shall be made to the nearest cent or to the
nearest one-thousandth of a share, as the case may be.

         (b) In any case in which this Section 5 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, issuing to the Holder, if the Holder exercised this Warrant after such
record date, the shares of Common Stock, if any, issuable upon such exercise
over and above the shares of Common Stock, if any, issuable upon such exercise
on the basis of the Exercise Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to the Holder a due bill or other
appropriate instrument evidencing the Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

         (c) Whenever there shall be an adjustment as provided in this Section
5, the Company shall promptly cause written notice thereof to be sent by
certified or registered mail, postage prepaid, to the Holder, at its address as
it shall appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.

         (d) The Company shall not be required to issue fractions of shares of
Common Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share would be issuable on the exercise of this
Warrant (or specified portions thereof), the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the market price of
such share of Common Stock on the date of exercise of this Warrant, as
determined in good faith by the Company's Board of Directors.

     6.  (a) In case of any consolidation with or merger of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the surviving or continuing corporation), or in case of any sale,
lease, or conveyance to another corporation of the property and assets of any
nature of the Company as an entirety or substantially as an entirety, such
successor, leasing, or purchasing corporation, as the case may be, shall (i)
execute with the Holder an agreement providing that the Holder shall have the
right thereafter to receive upon exercise, of this Warrant solely the kind and
amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such consolidation, merger, sale, lease, or
conveyance by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such consolidation,
merger, sale, lease, or conveyance, and (ii) make effective provision in its
certificate of incorporation or otherwise, if necessary, to effect such
agreement. Such agreement shall provide for adjustments which shall be as nearly
equivalent as practicable to the adjustments in Section 5 above.

         (b) Notwithstanding anything to the contrary herein contained, in the
event of a transaction contemplated by Section 6(a) in which the surviving,
continuing, successor, or purchasing corporation demands that all outstanding
convertible notes and warrants be extinguished prior to the closing date of the
contemplated transaction, the Company shall give


                                       4


<PAGE>


prior notice (the "Merger Notice") thereof to the Holders advising them of such
transaction. The Holders shall have ten days after the date of the Merger Notice
to elect to (i) exercise the Warrants in the manner provided herein or (ii)
receive from the surviving, continuing, successor, or purchasing corporation the
same consideration receivable by a holder of the number of shares of Common
Stock for which this Warrant might have been exercised immediately prior to such
consolidation, merger, sale, or purchase reduced by such amount of the
consideration as has a market value equal to the Exercise Price, as determined
by the board of directors of the Company, whose determination shall be
conclusive absent manifest error. If any Holder fails to timely notify the
Company of its election, the Holder shall be deemed for all purposes to have
elected the option set forth in (ii) above. Any amounts receivable by a Holder
who has elected the option set forth in (ii) above shall be payable at the same
time as amounts payable to stockholders in connection with any such transaction.

         (c) The above provisions of this Section 6 shall similarly apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

     7. In case at any time the Company shall propose to:

         (a) pay any dividend or make any distribution on shares of Common Stock
in shares of Common Stock or make any other distribution (other than regularly
scheduled cash dividends which are not in a greater amount per share than the
most recent such cash dividend) to all holders of Common Stock; or

         (b) issue any rights, warrants, or other securities to all holders of
Common Stock entitling them to purchase any additional shares of Common Stock or
any other rights, warrants, or other securities; or

         (c) effect any reclassification or change of outstanding shares of
Common Stock, or any consolidation, merger, sale, lease, or conveyance of
property, described in Section 6; or

         (d) effect any liquidation, dissolution, or winding-up of the Company;
then, and in any one or more of such cases, the Company shall give written
notice thereof, by certified or registered mail, postage prepaid, to the Holder
at the Holder's address as it shall appear in the Warrant Register, mailed at
least 10 days prior to (i) the date as of which the holders of record of shares
of Common Stock to be entitled to receive any such dividend, distribution,
rights, warrants, or other securities are to be determined, (ii) the date on
which any such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.

                                       5


<PAGE>


         8. The issuance of any shares or other securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments representing
such shares or other securities, shall be made without charge to the Holder for
any tax or other charge in respect of such issuance. The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of any certificate in a name other
than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         9. The Warrant Shares issued upon exercise of the Warrants shall be
subject to a stop transfer order and the certificate or certificates evidencing
such Warrant Shares shall bear the following legend:

          "The securities represented by this certificate have not been
          registered under the Securities Act of 1933, as amended (the "Act"),
          or any state securities laws and neither such securities nor any
          interest therein may be offered, sold, pledged, assigned or otherwise
          transferred unless (1) a registration statement with respect thereto
          is effective under the Act and any applicable state securities laws,
          or (2) the Company receives an opinion of counsel to the holder of
          such securities, which counsel and opinion are reasonably satisfactory
          to the Company, that such securities may be offered, sold, pledged,
          assigned or transferred in the manner contemplated without an
          effective registration statement under the Act or applicable state
          securities laws."

         10. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of any Warrant (and upon surrender of any
Warrant if mutilated), and upon reimbursement of the Company's reasonable
incidental expenses and indemnity reasonably satisfactory to the Company, the
Company shall execute and deliver to the Holder thereof a new Warrant of like
date, tenor, and denomination.

         11. The Holder of any Warrant shall not have solely on account of such
status, any rights of a stockholder of the Company, either at law or in equity,
or to any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided in this Warrant.

         12. This Warrant has been negotiated and consummated in the State of
New Jersey and shall be construed in accordance with the laws of the State of
New Jersey applicable to contracts made and performed within such State, without
regard to principles governing conflicts of law.

         13. Each of the Company and the Holder of this Warrant, irrevocably
consents to the jurisdiction of the courts of the State of New Jersey and of any
federal court located in such State in connection with any action or proceeding
arising out of or relating to this Warrant, any document or instrument delivered
pursuant to, in connection with or simultaneously with this


                                       6


<PAGE>


Warrant, or a breach of this Warrant or any such document or instrument. In any
such action or proceeding, the Company waives personal service of any summons,
complaint or other process and agrees that service thereof may be made in
accordance with Section 1 hereof.

         14. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or by Federal Express, Express Mail or similar overnight
delivery or courier service or delivered (in person or by telecopy, telex or
similar telecommunications equipment) against receipt to the party to whom it is
to be given, (i) if to the Company, at 4326 US Route 1, Monmouth Junction, New
Jersey 08852, Attention: Mr. Frank DeBernardis, President, (ii) if to the
Holder, at its address set forth on the first page hereof, or (iii) in either
case, to such other address as the party shall have furnished in writing in
accordance with the provisions of this Section 1. Notice to the estate of any
party shall be sufficient if addressed to the party as provided in this Section
1. Any notice or other communication given by certified mail shall be deemed
given at the time of certification thereof, except for a notice changing a
party's address which shall be deemed given at the time of receipt thereof. Any
notice given by other means permitted by this Section 1 shall be deemed given at
the time of receipt thereof.

         15. No course of dealing and no delay or omission on the part of the
Holder in exercising any right or remedy shall operate as a waiver thereof or
otherwise prejudice the Holder's rights, powers or remedies. No right, power or
remedy conferred by this Warrant upon the Holder shall be exclusive of any other
right, power or remedy referred to herein or now or hereafter available at law,
in equity, by statute or otherwise, and all such remedies may be exercised
singly or concurrently.

         16. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.



Dated: As of _______, 1999

                                          ECHOCATH, INC.



                                          By:   ________________________________
                                                Frank DeBernardis
                                                President

                                       7

<PAGE>


                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)

         FOR VALUE RECEIVED, ___________________ hereby sells, assigns, and
transfers unto _____________________________ ______________ Warrants, each
Warrant conveys the right to purchase one (1) share of Class A Common Stock, no
par value, of EchoCath, Inc. (the "Company"), together with all right, title,
and interest therein, and does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such Warrant on the books of
the Company, with full power of substitution.


Dated:______________________


                                       Signature:_______________________________



                                     NOTICE



                  The signature on the foregoing Assignment must correspond to
the name as written upon the face of this Warrant in every particular, without
alteration or enlargement or any change whatsoever.






                                       8


<PAGE>


         To: EchoCath, Inc.
         4326 US Route 1
         Monmouth Junction, New Jersey 08852




                              ELECTION TO EXERCISE



                  The undersigned hereby exercises his or its rights to purchase
______ Warrant Shares covered by the within Warrant certificate and tenders
payment herewith in the amount of $_____________ in accordance with the terms
thereof, and requests that certificates for such securities be issued in the
name of, and delivered to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
     (Print Name, Address and Social Security or Tax Identification Number)


and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated: ________________                          Name:__________________________
                                                               (Print)

Address:________________________________________________________________________


                                                 _______________________________
                                                            (Signature)



                                       9