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                                 EXHIBIT 10.24

The warrant represented by this certificate and the shares available upon
exercise hereof have not been registered under the Securities Act of 1933, as
amended, and may not be sold, pledged, or otherwise transferred unless (1)
covered by an effective registration statement under the Securities Act of 1933,
as amended, or (2) U. S. Laboratories Inc. has been furnished an opinion of
counsel acceptable to it to the effect that no registration is legally required
for such transfer.

Date of Issuance: February 9, 2001            Warrant To Purchase
                                              65,000 Shares of Common Stock as
                                              Herein Described

                             U.S. LABORATORIES INC.

                         COMMON STOCK PURCHASE WARRANT

     THIS AGREEMENT is made as of February 9, 2001 (the "Grant Date"), by and
between U.S. Laboratories Inc., a Delaware corporation (the "Company"), and
Point Loma Partners, Inc., an Arizona corporation (the "Holder").

                                    RECITALS
                                    --------

     WHEREAS, the Board of Directors of the Company (the "Board") approved the
grant of a warrant to purchase shares of the Company's common stock, par value
$ .01 per share ("Stock"), to the Holder; and

     WHEREAS, the Company and Holder have entered into that Investor Relations
Agreement dated as of February 6, 2001, as amended as of February 9, 2001 (the
"Investor Relations Agreement"); and

     WHEREAS, this Agreement is intended to memorialize the terms and conditions
of such grant.

                                   AGREEMENT
                                   ---------

     NOW, THEREFORE, in consideration of the covenants and agreements herein set
forth, the parties hereby mutually covenant and agree as follows:

          1.  Grant.  The Company hereby grants to Holder a warrant to purchase
              -----
     from the Company all or any part of an aggregate number of sixty-five
     thousand (65,000) shares of Stock (hereinafter such shares of Stock are
     referred to as the "Warrant Shares" and the warrant to purchase the Warrant
     Shares is referred to as the "Warrant").
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          2.  Price.  The price to be paid for the Warrant Shares shall be $4.50
              -----
     per share.

          3.   Term: Exercise.
               --------------

               (a) This Warrant may be exercised immediately by the Holder
          hereof in whole or in part, from time to time.

               (b) This Warrant will expire at 11:59 p.m., Eastern time, on
          February 8, 2004.

          4.  Method of Exercise.  The Warrant may be exercised only by written
              ------------------
     notice, delivered or mailed by postpaid registered or certified mail,
     addressed to the treasurer of the Company at the Company's principal
     executive offices specifying the number of Warranted Shares being
     purchased.  Such notice shall be accompanied by payment of the entire price
     of the Warrant Shares being purchased (i) in cash or its equivalent, (ii)
     by tendering previously acquired shares of Stock having a fair market value
     (as determined by the Board) equal to the price of the Warrant Shares being
     purchased, or (iii) by a combination of (i) and (ii).  The Warrant may be
     exercised in the manner previously described or by delivery to the Company
     or its designated agent of an executed irrevocable exercise form together
     with instructions to a broker-dealer to sell or margin a sufficient portion
     of the shares being exercised and deliver the sale or margin proceeds
     directly to the Company to pay for price for the Warrant Shares.  Upon
     receipt of the payment of the entire price of the Warrant Shares so
     purchased, certificates for such Warrant Shares shall be issued to the
     Holder.  The Warrant Shares so purchased shall be fully paid and
     nonassessable.

          5.  No Rights as a Stockholder.  The Holder shall not be deemed for
              --------------------------
     any purposes to be a stockholder of the Company with respect to any shares
     which may be acquired hereunder except to the extent that the Warrant shall
     have been exercised with respect thereto and a stock certificate issued
     therefor.

          6.  Transferability.  The Warrant may be transferred by the Holder as
              ---------------
     long as any transferee agrees to be bound by this Agreement.

          7.  Restrictions on Transfers of Stock.  The shares to be acquired
              ----------------------------------
     upon exercise of the Warrant may not be sold or offered for sale except (i)
     pursuant to an effective registration statement under the Securities Act of
     1933 (the "Act") or any applicable state securities laws, (ii) in a
     transaction satisfying the requirements of Rule 144 promulgated under the
     Act, or (iii) in a transaction which, in the opinion of counsel for the
     Company, is exempt from the, registration provisions of the Act or
     applicable state securities laws.  Any certificate representing shares
     acquired upon exercise of the Warrant may bear the following legend:

               The shares of Common Stock represented by this certificate are
               restricted securities as that term is defined under Rule

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               144 promulgated under the Securities Act of 1933, as amended (the
               "Act"). These shares may not be sold, transferred or disposed of
               unless they are registered under the Act, sold in a transaction
               satisfying the requirements o f Rule 144 or unless the request to
               transfer is accompanied by an opinion of counsel acceptable to
               the issuer, that the transfer will not result in a violation of
               the Act or any applicable state securities laws.

          8.  Specific Retrictions Upon Warrant Shares.  The Holder shall
              ----------------------------------------
     acquire the Warrant Shares for investment purposes only and not with a view
     to resale or other distribution thereof to the public in violation of the
     Act, and shall not dispose of the Warrant Shares in any transaction which,
     in the opinion of counsel to the Company, would violate the Act, or the
     rules and regulations thereunder, or any applicable state securities or
     blue sky laws.

          9.  Adjustments.  If the Company changes the number of shares of its
              -----------
     Stock without new consideration to the Company (such as by stock dividend,
     stock split or similar transaction), the total number of shares then
     remaining subject to purchase hereunder shall be changed in proportion to
     the change in issued shares, and the Warrant price per share shall be
     adjusted so that the total consideration payable to the Company upon the
     purchase of all shares not theretofore purchased shall not be changed.  If
     there is any change, other than as specified above, in the number or kind
     of outstanding shares of Stock or of any stock or other securities into
     which such Stock shall have been changed or for which it shall have been
     exchanged, then if the Board in its sole discretion determines that such
     change equitably requires an adjustment in the number or kind of shares
     subject to the Warrant, such adjustment shall be made by the Board.  The
     Warrant price for each share of Stock or other securities substituted or
     adjusted as provided in this paragraph shall be determined by dividing the
     Warrant price for each share prior to such substitution or adjustment by
     the number of shares or the fraction of a share substituted for such share
     or to which such share shall have been adjusted. No adjustment or
     substitution provided for in this paragraph shall require the Company to
     sell a fractional share.

          10.   Investment Representations.  Holder understands that the
                --------------------------
     Warrants and the Warrant Shares have not been registered under the Act.
     Holder also understands that the Warrant is being offered and sold pursuant
     to an exemption from registration contained in the Securities Act based in
     part upon Holder's representations contained in this Warrant.  Holder
     hereby represents and warrants as follows:

          (a) Holder Bears Economic Risk.  Holder has substantial experience in
     evaluating and investing in private placement transactions of securities in
     companies similar to the Company so that it is capable of evaluating the
     merits and risks of its investment in the Company and has the capacity to
     protect its own interests.  Holder must bear the economic risk of this
     investment indefinitely unless the Warrant or the Warrant Shares, as
     applicable, are registered pursuant to the Securities Act, or an exemption
     from

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<PAGE>

     registration is available. Holder understands that the Company has no
     present intention of registering the Warrant, the Warrant Shares or any
     other shares of its Common Stock. Holder also understands that there is no
     assurance that any exemption from registration under the Securities Act
     will be available and that, even if available, such exemption may not allow
     Holder to transfer all or any portion of the Warrant or the Warrant Shares
     under the circumstances, in the amounts or at the times Holder might
     propose.

          (b) Acquisition for Own Account.  Holder is acquiring the Warrant, and
     will acquire the Warrant Shares if the Warrant is exercised, for Holder's
     own account for investment only, and not with a view towards their
     distribution.

          (c) Holder Can Protect Its Interest.  By reason of its, or of its
     management's, business or financial experiences, Holder has the capacity to
     protect its own interests in connection with the transactions contemplated
     in this Warrant. Further, Holder is aware of no publication of any
     advertisement in connection with the transactions contemplated in this
     Warrant.

          (d)  Accredited Investor.  Holder represents that it is an accredited
     investor within the meaning of Regulation D under the Securities Act.

          (e) Company Information.  Holder has received and read the Company's
     financial statements and all documents that Holder considers material to
     its investment decision, and has had an opportunity to discuss the
     Company's business, management and financial affairs with directors,
     officers and management of the Company and has had the opportunity to
     review the Company's operations and facilities.  Holder has also I had the
     opportunity to ask questions of, and receive answers from, the Company and
     its management regarding the terms and conditions of this investment.

          (f) Rule 144.  Holder acknowledges that the Warrant and the Warrant
     Shares, as applicable, must be held indefinitely unless they are
     subsequently registered under the Securities Act or an exemption from such
     registration is available.  Holder -has been advised or is aware of the
     provisions of Rule 144 promulgated under the Securities Act, which permits
     limited resale of securities purchased in a private placement subject to
     the satisfaction of certain conditions, including, among other things: the
     availability of certain current public information about the Company, the
     resale occurring not less than two years after a party has purchased and
     paid for the security to be sold, the sale being through an unsolicited
     "broker's transaction" or in transactions directly with a market maker (as
     said term is defined under the Securities Exchange Act of 1934, as amended)
     and the number of shares being sold during any three-month period not
     exceeding specified limitations.

          (g)  Residence.  The office or offices of Holder in which its
     investment decision was made is located at the address of Holder set forth
     herein.

          11.  Registration Rights.  The Company hereby grants to Holder
               -------------------
     piggyback registration rights with respect to the Warrant Shares.  If the
     Company is filing a

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     registration statement with the Securities and Exchange Commission for
     itself or on behalf of any of its stockholders, the Company will notify
     Holder in writing reasonably in advance of the filing (but at least five
     business days) and give Holder the opportunity to include all or any party
     of the Warrant Shares (whether or not previously issued, to the extent
     permissible under the Act or any regulation promulgated thereunder). Upon
     Holder's notification that Holder desires to have all or any portion of the
     Warrant Shares included in the registration, the Company will, at no cost
     or expense to the Holder, include or cause to be included in the
     registration statement the Warrant Shares so identified by Holder.
     Notwithstanding any other provision of this Section 11, in the case of an
     underwritten public offering, if the managing underwriter determines that
     market factors require a limitation of the number of shares to be
     underwritten, the managing underwriter may limit, or exclude entirely, the
     number of shares (including those of Holder) to be included in the
     piggyback registration. If limited, Holder's shares will be registered pro
     rata with any other holders of common stock or common stock equivalents
     having registration rights.

          12.  Tax Withholding.  The Company may withhold such amount as may be
               ---------------
     requested by the Company for the purpose of satisfying its liability to
     withhold federal, state or local income or other taxes incurred by reason
     of the exercise of the Warrant.  If the Holder fails to comply with this
     Paragraph 10, the Company may refuse to issue or transfer shares of Stock
     upon exercise of the Warrant.

          13.  Powers of Company Not Affected.  The existence of the Warrant
               ------------------------------
     herein granted shall not affect in any way the right or power of the
     Company or its stockholders to make or authorize any or all adjustments,
     recapitalizations, reorganizations or other changes in the Company's
     capital structure or its business, or any merger or consolidation of the
     Company, or any issuance of bonds, debentures, preferred, or prior
     preference stock ahead of or affecting the Stock or the rights thereof, or
     dissolution or liquidation of the Company, or any sale or transfer of all
     or any part of its assets or business , or any other corporate act or
     proceeding, whether of a similar character or otherwise.

          14.  Amendment or Modification.  No term or provision of this
               -------------------------
     Agreement may be amended, modified or supplemented orally, but only by an
     instrument in writing signed by the party against whom or which the
     enforcement of the amendment, modification or supplement is sought.

          15.  Governing Law.  This Agreement is governed by the internal laws
               -------------
     of the State of Delaware as to all matters, including, but not limited to,
     matters of validity , construction, effect, performance and remedies.

          16.  Entire Agreement.  This Agreement entered into between the Holder
               ----------------
     and the Company sets forth the entire agreement of the parties hereto in
     respect of the subject matter contained herein and supersedes all prior
     agreements, promises, covenants , arrangements, communications,
     representations or warranties, whether oral or written, by any officer,
     employee or representative of any party hereto; and any prior agreement of

                                       5
<PAGE>

     the parties hereto in respect of the subject matter contained herein is
     hereby terminated and canceled.

          17.  Delegation by Board.  Except to the extent prohibited by
               -------------------
     applicable law or the applicable rules of a stock exchange or market, the
     Board may delegate all or any portion of its responsibilities and powers to
     anyone or more of its members. Any such delegation may be revoked by the
     Board at any time.

          18.  Heirs and Successors.  This Agreement is binding upon, and inures
               --------------------
     to the benefit of, the Company and its successors and assigns, and upon any
     person acquiring all or substantially all of the Company's assets and
     business. If the Holder is an individual who dies prior to exercise of the
     Warrant, the Warrant may be exercised by the estate of the Holder if such
     exercise is otherwise permitted by this Agreement.

            IN WITNESS WHEREOF, the Company has caused this instrument to be
     executed by its duly authorized officer and the Holder has executed this
     Agreement as of the day and year first above written.



                                   U.S. LABORATORIES INC.

                                    By:_________________________________
                                         Dickerson Wright, President


                                    POINT LOMA PARTNERS, INC.

                                    By:__________________________________
                                          Jeffrey J. Janda, President

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