<PAGE>
                                                                   Exhibit 10.14

                                                              Warrant No. WP__5

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

                              WARRANT TO PURCHASE

                         SHARES OF PREFERRED STOCK OF
                             GENOMICA CORPORATION
          (Void after the date that is 5 years after the date hereof)

     This certifies that [    ] (the "Holder"), or assigns, for value received,
is entitled to purchase from Genomica Corporation, a Delaware corporation (the
"Company"), having a place of business at 4001 Discovery Drive, Suite 130,
Boulder, Colorado 80303, a number of fully paid and non-assessable shares of the
Company's Applicable Series Preferred (as defined below) up to the Coverage
Amount (as defined below), and any security into or for which such Applicable
Series Preferred may hereafter be converted or exchanged pursuant to the
Certificate of Incorporation of the Company as from time to time amended as
provided by law, for cash at a price per share equal to the price per share (the
"Stock Purchase Price") at which the next round of Preferred Stock issued and
sold by the Company in which the gross proceeds to the Borrower are at least
$3,000,000, not including the conversion of any Notes (such an issuance and
sale, a "Qualified Financing"), at any time on or after the date that the
Applicable Series Preferred is first issued and sold or from time to time up to
and including 5:00 p.m. (Mountain Time) on, until the date 5 years after the
date of such Qualified Financing, such day being referred to herein as the
"Expiration Date," upon surrender to the Company at its principal office (or at
such other location as the Company may advise the Holder in writing) of this
Warrant properly endorsed with the Subscription Form attached hereto as Exhibit
A and the Investment Representations Letter attached hereto as Exhibit B duly
filled in and signed and, if applicable, upon payment in cash or by check of the
aggregate Stock Purchase Price for the number of shares for which this Warrant
is being exercised determined in accordance with the provisions hereof. The
"Applicable Series Preferred" shall be the series of Preferred Stock next issued
and sold by the Company in a Qualified Financing. The "Coverage Amount" shall
equal a number of shares computed as follows:

          (the principal amount of the Convertible Promissory Note(s)
         issued by the Company x 15% to the Holder on the date hereof)

       ----------------------------------------------------------------
                             Stock Purchase Price

     The Stock Purchase Price and the number of shares purchasable hereunder are
subject to adjustment as provided in Section 3 of this Warrant.

                                       1.
<PAGE>

     1.   Exercise; Issuance of Certificates; Payment for Shares.

          1.1  General.  This Warrant is exercisable at the option of the Holder
of record hereof, at any time or from time to time, commencing on the date
hereof up to the Expiration Date for all or any part of the shares of Applicable
Series Preferred (but not for a fraction of a share) which may be purchased
hereunder.

          1.2  Issuance of Certificates.  The Company agrees that the shares of
Applicable Series Preferred purchased under this Warrant shall be and are deemed
to be issued to the Holder hereof as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been surrendered,
properly endorsed, the completed, executed Subscription Form (a copy of which is
attached hereto as Exhibit A) and Investment Representations Letter (a copy of
which is attached hereto as Exhibit B) delivered and payment (if any) made for
such shares.  Certificates for the shares of Applicable Series Preferred so
purchased, together with any other securities or property to which the Holder
hereof is entitled upon such exercise, shall be delivered to the Holder hereof
by the Company at the Company's expense promptly after the rights represented by
this Warrant have been so exercised.  Each stock certificate so delivered shall
be in such denominations of Applicable Series Preferred as may be requested by
the Holder hereof and shall be registered in the name of such Holder.  In case
of a purchase of less than all the shares which may be purchased under this
Warrant, the Company shall cancel this Warrant and execute and deliver a new
Warrant or Warrants of like tenor for the balance of the shares purchasable
under the Warrant surrendered upon such purchase to the Holder hereof within a
reasonable time.

          1.3  Net Issue Exercise.  Notwithstanding any provisions herein to the
contrary, if the fair market value of one share of the Company's Applicable
Series Preferred is greater than the Stock Purchase Price (at the date of
calculation as set forth below), in lieu of exercising this Warrant for cash,
the Holder may elect to receive shares equal to the value (as determined below)
of this Warrant (or the portion thereof being canceled) by surrender of this
Warrant at the principal office of the Company together with the properly
endorsed Form of Subscription and notice of such election in which event the
Company shall issue to the Holder a number of shares of Applicable Series
Preferred computed using the following formula:

          X = Y (A-B)
              -------
                A

Where     X =   the number of shares of Applicable Series Preferred to be issued
                to the Holder

          Y =   the number of shares of Applicable Series Preferred purchasable
                under the Warrant or, if only a portion of the Warrant is being
                exercised, the portion of the Warrant being canceled (at the
                date of such calculation)

          A =   the fair market value of one share of the Company's Applicable
                Series Preferred (at the date of such calculation)

                                       2.
<PAGE>

          B =   Stock Purchase Price (as adjusted to the date of such
                calculation)

For purposes of the above calculation, the fair market value of one share of
Applicable Series Preferred shall be determined by the Company's Board of
Directors in good faith; provided, however, that in the event the Company makes
an initial public offering of its Common Stock the fair market value per share
shall be: (i) if the Warrant is being converted in connection with and
contingent upon a public offering of the Company's securities, and if the
Company's registration statement relating to such public offering has been
declared effective by the U.S. Securities and Exchange Commission, then the fair
market value of the Applicable Series Preferred shall be the initial "Price to
Public" specified in the final prospectus with respect to such offering
multiplied by the number of shares of Common Stock into which each share of
Applicable Series Preferred is then convertible; or (ii) if the Warrant is not
being converted in connection with and contingent upon a public offering of the
Company's securities, then as follows: (x) if traded on a securities exchange,
the Nasdaq National Market or the Nasdaq SmallCap Market, the fair market value
of the Common Stock shall be deemed to be the average of the closing or last
reported sale prices of the Common Stock on such exchange or market over the 30-
day period ending five business days prior to the date of calculation, and the
fair market value of the Applicable Series Preferred shall be deemed to be such
fair market value of the Common Stock multiplied by the number of shares of
Common Stock into which each share of Applicable Series Preferred is then
convertible or (y) if otherwise traded in an over-the-counter market, the fair
market value of the Common Stock shall be deemed to be the median of the average
of the reported closing bid and ask prices of the Common Stock over the 30-day
period ending five business days prior to the date of calculation, and the fair
market value of the Applicable Series Preferred shall be deemed to be such fair
market value of the Common Stock multiplied by the number of shares of Common
Stock into which each share of Applicable Series Preferred is then convertible.

     2.   Shares to be Fully Paid; Reservation of Shares.  The Company covenants
and agrees that all shares of Applicable Series Preferred that may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance,
be duly authorized, validly issued, fully paid and non-assessable and free from
all preemptive rights of any stockholder and free of all taxes, liens and
charges with respect to the issue thereof.  The Company further covenants and
agrees that, during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved, for the purpose of issue or transfer upon exercise of the subscription
rights evidenced by this Warrant, a sufficient number of shares of authorized
but unissued Applicable Series Preferred, or other securities and property, when
and as required to provide for the exercise of the rights represented by this
Warrant.  The Company will take all such action as may be necessary to assure
that such shares of Applicable Series Preferred may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of
any domestic securities exchange upon which the Applicable Series Preferred may
be listed; provided, however, that the Company shall not be required to effect a
registration under federal or state securities laws with respect to such
exercise.  The Company will not take any action which would result in any
adjustment of the Stock Purchase Price (as set forth in Section 3 hereof) (i) if
the total number of shares of Applicable Series Preferred issuable after such
action upon exercise of all outstanding warrants and options, together with all
shares of Applicable Series Preferred then outstanding and all

                                       3.
<PAGE>

shares of Applicable Series Preferred then issuable upon the conversion of all
convertible securities then outstanding, would exceed the total number of shares
of Applicable Series Preferred then authorized by the Company's Certificate of
Incorporation, or (ii) if the total number of shares of Common Stock issuable
after such action upon the conversion of all outstanding shares of Applicable
Series Preferred, together with all shares of Common Stock then issuable upon
the conversion of all shares of Applicable Series Preferred then issuable upon
exercise of all outstanding warrants and options, together with all shares of
Common Stock then outstanding and all shares of Common Stock then issuable upon
exercise of all warrants and options and upon the conversion of all convertible
securities then outstanding would exceed the total number of shares of Common
Stock then authorized by the Company's Certificate of Incorporation.

     3.   Adjustment of Stock Purchase Price and Number of Shares.  The Stock
Purchase Price and the number of shares purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the occurrence of
certain events described in this Section 3.  Upon each adjustment of the Stock
Purchase Price, the Holder of this Warrant shall thereafter be entitled to
purchase, at the Stock Purchase Price resulting from such adjustment, the number
of shares obtained by multiplying the Stock Purchase Price in effect immediately
prior to such adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment, and dividing the product thereof by the
Stock Purchase Price resulting from such adjustment.

          3.1  Subdivision of Combination of Stock.  In case the Company shall
at any time subdivide its outstanding shares of Applicable Series Preferred into
a greater number of shares, the Stock Purchase Price in effect immediately prior
to such subdivision shall be proportionately reduced, and conversely, in case
the outstanding shares of Applicable Series Preferred of the Company shall be
combined into a smaller number of shares, the Stock Purchase Price in effect
immediately prior to such combination shall be proportionately increased.

          3.2  Dividends in Common Stock, Other Stock, Property,
Reclassification.  If at any time or from time to time the holders of Applicable
Series Preferred (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received or become
entitled to receive, without payment therefor,

               3.2.1  Applicable Series Preferred or any shares of stock or
other securities which are at any time directly or indirectly convertible into
or exchangeable for Applicable Series Preferred, or any rights or options to
subscribe for, purchase or otherwise acquire any of the foregoing by way of
dividend or other distribution;

               3.2.2  Any cash paid or payable otherwise than as a cash
dividend; or

               3.2.3  Applicable Series Preferred or additional stock or other
securities or property (including cash) by way of spin-off, split-up,
reclassification, combination of shares or similar corporate rearrangement
(other than (i) shares of Applicable Series Preferred issued as a stock split,
adjustments in respect of which shall be covered by the terms of Section 3.1
above or (ii) an event for which adjustment is otherwise made pursuant to
Section 3.3 below);

                                       4.
<PAGE>

then and in each such case, the Holder hereof shall, upon the exercise of this
Warrant, be entitled to receive, in addition to the number of shares of
Applicable Series Preferred receivable thereupon, and without payment of any
additional consideration therefor, the amount of stock and other securities and
property (including cash in the cases referred to in clauses 3.2.2 and 3.2.3
above) which such Holder would hold on the date of such exercise had he been the
Holder of record of such Applicable Series Preferred as of the date on which
holders of Applicable Series Preferred received or became entitled to receive
such shares or all other additional stock and other securities and property.

          3.3  Reorganization, Reclassification, Consolidation, Merger or Sale.

               3.3.1   If any recapitalization, reclassification or capital
reorganization of the capital stock of the Company (including any merger not
described in Section 3.3.2 below) shall be effected in such a way that holders
of Applicable Series Preferred shall be entitled to receive stock, securities,
or other assets or property (a "Restructuring"), then, as a condition of such
Restructuring, lawful and adequate provisions shall be made whereby the Holder
hereof shall thereafter have the right to purchase and receive (in lieu of the
shares of the Applicable Series Preferred of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby)
such shares of stock, securities or other assets or property as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Applicable Series Preferred equal to the number of shares of such stock
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby. In any Restructuring described above, appropriate
provision shall be made with respect to the rights and interests of the Holder
of this Warrant to the end that the provisions hereof (including, without
limitation, provisions for adjustments of the Stock Purchase Price and of the
number of shares purchasable and receivable upon the exercise of this Warrant)
shall thereafter be applicable, as nearly as may be, in relation to any shares
of stock, securities or assets thereafter deliverable upon the exercise hereof.

               3.3.2   In the event of a consolidation or merger of the Company
with another corporation in which the holders of the Company's voting securities
before the transaction beneficially own less than 50% of the voting securities
of the surviving entity after the transaction, or the sale of all or
substantially all of its assets of the Company (a "Change of Control"), any
unexercised portion of this Warrant shall be deemed to have been automatically
converted pursuant to Section 1.3 hereof and thereafter the Holder shall
participate in the Change of Control on the same terms as other holders of the
Applicable Series Preferred; provided however, that if the Stock Purchase Price
in effect immediately prior to the Change of Control exceeds the value of the
stock, securities or other assets or property (determined in good faith by the
Board of Directors of the Company) issuable or payable with respect to one share
of Applicable Series Preferred immediately theretofore purchasable and
receivable upon exercise of the rights represented hereby, the Warrant shall
terminate and be of no further effect as of the Change of Control.

          3.4  Notice of Adjustment.  Upon any adjustment of the Stock Purchase
Price or any increase or decrease in the number of shares purchasable upon the
exercise of this Warrant, the Company shall give written notice thereof, by
certified mail, postage prepaid, or by

                                       5.
<PAGE>

reputable overnight courier, addressed to the registered Holder of this Warrant
at the address of such Holder as shown on the books of the Company. The notice
shall be signed by an officer of the Company and shall state the Stock Purchase
Price resulting from such adjustment and the increase or decrease, if any, in
the number of shares purchasable at such price upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

          3.5  Other Notices.  If at any time:

               3.5.1  the Company shall declare any cash dividend upon its
Applicable Series Preferred;

               3.5.2  the Company shall declare any dividend upon its Applicable
Series Preferred payable in stock or make any special dividend or other
distribution to the holders of its Applicable Series Preferred;

               3.5.3  there shall be any Restructuring or Change of Control;

               3.5.4  there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company; or

               3.5.5  there shall be an initial public offering of securities of
the Company;

     then, in any one or more of said cases, the Company shall give, by
certified mail, postage prepaid, or by reputable overnight courier, addressed to
the Holder of this Warrant at the address of such Holder as shown on the books
of the Company, (a) at least twenty (20) days prior written notice of the date
on which the books of the Company shall close or a record shall be taken for
such dividend, distribution or subscription rights or for determining rights to
vote in respect of any such Restructuring, Change of Control, dissolution,
liquidation or winding-up, and (b) in the case of any such Restructuring, Change
of Control, dissolution, liquidation, winding-up or public offering, at least
twenty (20) days prior written notice of the date when the same shall take
place; provided, however, that the Holder shall make a best efforts attempt to
respond to such notice as early as possible after the receipt thereof.  Any
notice given in accordance with the foregoing clause (a) shall also specify, in
the case of any such dividend, distribution or subscription rights, the date on
which the holders of Applicable Series Preferred shall be entitled thereto.  Any
notice given in accordance with the foregoing clause (b) shall also specify the
date on which the holders of Applicable Series Preferred shall be entitled to
exchange their Applicable Series Preferred for securities or other property
deliverable upon such Restructuring, Change of Control, dissolution,
liquidation, winding-up or public offering, as the case may be.

          3.6  Certain Events.  If any change in the outstanding Applicable
Series Preferred of the Company or any other event occurs as to which the other
provisions of this Section 3 are not strictly applicable or if strictly
applicable would not fairly protect the purchase rights of the Holder of the
Warrant in accordance with such provisions, the Board of Directors of the
Company shall make an adjustment in the number and class of shares available
under the

                                       6.
<PAGE>

Warrant, the Stock Purchase Price or the application of such provisions, so as
to protect such purchase rights as aforesaid. The adjustment shall be such as
will give the Holder of the Warrant upon exercise for the same aggregate Stock
Purchase Price the total number, class and kind of shares as he would have owned
had the Warrant been exercised prior to the event and had he continued to hold
such shares until after the event requiring adjustment.

     4.   Issue Tax.  The issuance of certificates for shares of Applicable
Series Preferred upon the exercise of the Warrant shall be made without charge
to the Holder of the Warrant for any issue tax in respect thereof; provided,
however, that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the then Holder of the Warrant being
exercised.

     5.   Closing of Books.  The Company will at no time close its transfer
books against the transfer of any warrant or of any shares of Applicable Series
Preferred issued or issuable upon the exercise of any warrant in any manner
which interferes with the timely exercise of this Warrant.

     6.   No Voting or Dividend Rights; Limitation of Liability.  Nothing
contained in this Warrant shall be construed as conferring upon the Holder
hereof the right to vote or to consent or to receive notice as a stockholder of
the Company or any other matters or any rights whatsoever as a stockholder of
the Company.  Except as provided herein, no dividends or interest shall be
payable or accrued in respect of this Warrant or the interest represented hereby
or the shares purchasable hereunder until, and only to the extent that, this
Warrant shall have been exercised.  No provision hereof in the absence of
affirmative action by the Holder to purchase shares of Applicable Series
Preferred, and no mere enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of such Holder for the Stock
Purchase Price or as a stockholder of the Company, whether such liability is
asserted by the Company or by its creditors.

     7.   Warrants Transferable.  Subject to compliance with applicable federal
and state securities laws, this Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the Holder hereof (except
for transfer taxes), upon surrender of this Warrant properly endorsed and in
compliance with such provisions.  Each taker and Holder of this Warrant, by
taking or holding the same, consents and agrees that this Warrant, when endorsed
in blank, shall be deemed negotiable, and that the transferee, when this Warrant
shall have been so endorsed, may be treated by the Company, at the Company's
option, and all other persons dealing with this Warrant as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights
represented by this Warrant, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until such transfer on
such books, the Company may treat the registered owner hereof as the owner for
all purposes.  Upon any such transfer, all references in this Warrant to the
"Holder" shall be deemed to refer to the transferee of this Warrant.

                                       7.
<PAGE>

     8.   Modification and Waiver.  Any change, waiver, discharge or termination
agreed to in writing by a majority in interest of Holders of Warrants of the
Company of even date (determined by reference to the number of shares underlying
such Warrants) shall be binding on the Holder and the Holder's assigns.

     9.   Notices.  Any notice, request or other document required or permitted
to be given or delivered to the Holder hereof or the Company shall be delivered
or shall be sent by certified mail, postage prepaid, to each such Holder at its
address as shown on the books of the Company or to the Company at the address
indicated therefor in the first paragraph of this Warrant or such other address
as either may from time to time provide to the other and shall be deemed to be
received upon delivery or four (4) business days after deposit in the U.S. mail.

     10.  Descriptive Headings and Governing Law.  The description headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant.  This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of Colorado.

     11.  Lost Warrants.  The Company represents and warrants to the Holder
hereof that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant and, in the case of
any such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company, at its expense, will
make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.

     12.  Fractional Shares.  No fractional shares shall be issued upon exercise
of this Warrant.  The Company shall, in lieu of issuing any fractional share,
pay the Holder entitled to such fraction a sum in cash equal to such fraction
multiplied by the then effective Stock Purchase Price.

     13.  Binding Effect on Successors.  This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets.  All of the obligations of the
Company relating to the Applicable Series Preferred issuable upon the exercise
of this Warrant shall survive the exercise and termination of this Warrant.  All
of the covenants and agreements of the Company shall inure to the benefit of the
successors and assigns of the holder hereof.

     14.  Rights of Applicable Series Preferred.  Upon the exercise of this
Warrant into shares of Applicable Series Preferred, the Company shall grant, and
ensure that the Holder is given, identical rights with respect to such shares of
Applicable Series Preferred as those granted to the holders of the then
outstanding Applicable Series Preferred who hold like amounts of Applicable
Preferred Stock.  For purposes of this Section, all shares of Applicable Series
Preferred owned by Holder shall be aggregated.

                                       8.
<PAGE>

     In Witness Whereof, the Company has caused this Warrant to be duly executed
by its President, thereunto duly authorized this 9th day of October, 1998.

                                        Genomica Corporation,
                                        a Delaware corporation


                                        /s/ Thomas G. Marr
                                        ---------------------------------
                                        Thomas G. Marr
                                        President

                                       9.
<PAGE>

                                   Exhibit A

                               SUBSCRIPTION FORM

                                                      Date:______________, 19___

Genomica Corporation
4001 Discovery Drive
Suite 130
Boulder, CO 80303
Attn: President

Ladies and Gentlemen:

[_]  The undersigned hereby elects to exercise the warrant issued to it by
     Genomica Corporation (the "Company") and dated ____________________, 1998,
     Warrant No. WP-__ (the "Warrant") and to purchase thereunder __________
     shares of the Applicable Series Preferred (as defined in the Warrant) of
     the Company (the "Shares") at a purchase price of the Applicable Series
     Preferred Price per Share, or an aggregate purchase price of
     ___________________________________ ($__________) (the "Purchase Price").

[_]  The undersigned hereby elects to convert ___________________ percent (___%)
     of the value of the Warrant pursuant to the provisions of Section 1.3 of
     the Warrant.

     Pursuant to the terms of the Warrant the undersigned has delivered the
Purchase Price herewith in full in cash or by certified check or wire transfer
or under the net exercise provision.  The undersigned also makes the
representations set forth on the attached Exhibit B of the Warrant.

                                        Very truly yours,

                                        _________________________________

                                        By:______________________________

                                        Title:___________________________
<PAGE>

                                   Exhibit B

                           INVESTMENT REPRESENTATIONS

THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO GENOMICA CORPORATION
ALONG WITH THE SUBSCRIPTION FORM BEFORE THE APPLICABLE SERIES PREFERRED ISSUABLE
UPON EXERCISE OF THE WARRANT DATED OCTOBER 9, 1998, WILL BE ISSUED.

                                                     _____________________, 19__

Genomica Corporation
4001 Discovery Drive
Suite 130
Boulder, Colorado 80303
Attn: President and Chief Executive Officer

Ladies and Gentlemen:

     The undersigned, _______________________ ("Purchaser"), intends to acquire
up to __________________ shares of the Applicable Series Preferred (as defined
in the Warrant to purchase such Applicable Series Preferred held by the
Purchaser (the "Warrant")) of Genomica Corporation (the "Company") from the
Company pursuant to the exercise or conversion of the Warrant. The Applicable
Series Preferred will be issued to Purchaser in a transaction not involving a
public offering and pursuant to an exemption from registration under the
Securities Act of 1933, as amended (the "1933 Act") and applicable state
securities laws. Purchaser has been advised that the Applicable Series Preferred
has not been registered under the 1933 Act or state securities laws on the
ground that this transaction is exempt from registration, and that reliance by
the Company on such exemptions is predicated in part on Purchaser's
representations set forth in this letter. Accordingly, Purchaser represents,
warrants and agrees as follows:

     1.   Purchaser is acquiring the Applicable Series Preferred for its own
account and beneficial interest, to hold for investment and not for sale or with
a view to distribution of the Applicable Series Preferred or any part thereof.
Purchaser has no present intention of selling (in connection with a distribution
or otherwise), granting any participation in, or otherwise distributing the
same, and does not presently have reason to anticipate a change in such
intention.

     2.   Purchaser acknowledges that it has received all the information it has
requested from the Company and considers necessary or appropriate for deciding
whether to acquire the Applicable Series Preferred.  Purchaser represents that
it has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Applicable Series
Preferred and to obtain any additional information necessary to verify the
accuracy of the information given the Purchaser.  Purchaser further represents
that it has such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risk of this investment.
<PAGE>

     3.   Purchaser is an "accredited investor" as such term is defined in Rule
501 under the 1933 Act.

     4.   Purchaser acknowledges that investment in the Applicable Series
Preferred involves a high degree of risk, and represents that it is able,
without materially impairing its financial condition, to hold the Applicable
Series Preferred for an indefinite period of time and to suffer a complete loss
of its investment.

     5.   Purchaser has been informed that under the 1933 Act, the Applicable
Series Preferred must be held indefinitely unless it is subsequently registered
under the 1933 Act or unless an exemption from such registration (such as Rule
144) is available with respect to any proposed transfer or disposition by
Purchaser of the Applicable Series Preferred. Purchaser further agrees that the
Company may refuse to permit Purchaser to sell, transfer or dispose of the
Applicable Series Preferred (except as permitted under Rule 144) unless there is
in effect a registration statement under the 1933 Act and any applicable state
securities laws covering such transfer, or unless, if reasonably required,
Purchaser furnishes an opinion of counsel reasonably satisfactory to counsel for
the Company, to the effect that such registration is not required. Purchaser
shall not make any sale, transfer or other disposition of the Applicable Series
Preferred in violation of the 1933 Act or the General Rules and Regulations
promulgated thereunder by the Securities and Exchange Commission or in violation
of any applicable state securities law.

     6.   Purchaser also understands and agrees that there will be placed on the
certificate(s) for the Applicable Series Preferred, or any substitutions
therefor, a legend stating in substance:

     "The shares represented by this certificate have not been registered
     under the Securities Act of 1933, as amended (the "1933 Act"), or
     any state securities laws. These shares have been acquired for
     investment and may not be sold or otherwise transferred in the
     absence of an effective registration statement for these shares
     under the 1933 Act and applicable state securities laws, or, if
     reasonably required, an opinion of counsel satisfactory to the
     Company that registration is not required and that an applicable
     exemption is available."

     Purchaser has carefully read this letter and has discussed its requirements
and other applicable limitations upon Purchaser's resale of the Applicable
Series Preferred with Purchaser's counsel.

                                        Very truly yours,

                                        __________________________________


                                        By:_______________________________

                                        Title:____________________________
<PAGE>

                 Warrant Agreements - Series B Preferred Stock
                 ---------------------------------------------

                             Supplemental Schedule
                             ---------------------

The following investors executed Warrant Agreements to purchase Series B
Preferred Stock:


Investor                                      Number of Shares
--------                                      ----------------

Invesco Global Health Sciences Fund           75,520

Falcon Technology Partners, L.P.              75,520

ARCH Ventures Fund III, L.P.                  49,479

Boulder Ventures, L.P.                        5,208

The Caruthers Family L.L.C                    2,604