Exhibit 4.7



THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER,
PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A REGISTRATION UNDER
SAID ACT OR (ii) IF AN EXEMPTION FROM  REGISTRATION  UNDER SAID ACT IS AVAILABLE
AND THE  COMPANY HAS  RECEIVED  AN OPINION OF COUNSEL TO THAT EFFECT  REASONABLY
SATISFACTORY TO IT.

                                  IMATRON INC.

                          COMMON STOCK PURCHASE WARRANT

                      This Warrant Expires January 28, 2002

                Warrant No. 97-[____] Shares: [Number of shares]

THIS CERTIFIES that, subject to the terms and conditions herein set forth, [Name
of Warrant  Holder] (the  "Holder") is entitled to purchase from Imatron Inc., a
New Jersey corporation (the "Company"),  at any time or from time to time during
the  Exercise  Period  (as  hereinafter  defined)  the  number of fully paid and
non--assessable shares of Common Stock of the Company (the "Shares") as provided
herein upon surrender hereof at the principal office of the Company, and, at the
election of the holder hereof, upon payment of the purchase price at said office
in cash or by  cashier's  check  or by the  wire  transfer  of funds in a dollar
amount equal to the purchase price of the Shares for which the  consideration is
being given.

his Warrant shall be exercisable for that number of Shares as set forth above.

I. Purchase Price. Subject to adjustment as hereinafter  provided,  the purchase
price of one share of Common Stock (or such securities as may be substituted for
one share of Common Stock pursuant to the provisions hereinafter set forth) (the
"Warrant Price") shall be Two Dollars and Twenty-Four Cents ($2.24).

II.  Adjustment  of  Warrant  Price and  Number of Shares.  In  addition  to the
adjustment  provided for in Section 1 above,  the number and kind of  securities
issuable upon the exercise of this Warrant  shall be subject to adjustment  from
time to time upon the happening of certain events as follows:

A.  Adjustment for Dividends in Stock.  In case at any time or from time to time
on or after the date hereof the  holders of the Common  Stock of the Company (or
any shares of stock or other securities at the time receivable upon the exercise
of this Warrant) shall have received,  or, on or after the record date fixed for
the  determination  of  eligible  stockholders,  shall have  become  entitled to
receive,  without payment therefor,  other or additional stock of the Company by
way of dividend  (other than as provided for in Paragraph 2(b) below),  then and
in each such case, the holder of this Warrant shall,  upon the exercise  hereof,
be  entitled to  receive,  in  addition to the number of shares of Common  Stock
receivable  thereupon,  and  without  payment  of any  additional  consideration
therefor, the amount of such other or additional stock of the Company which such
holder would hold on the date of such  exercise had it been the holder of record
of such Common  Stock on the date hereof and had  thereafter,  during the period
from the date hereof to and including the date of such  exercise,  retained such
shares and/or all other  additional  stock  receivable by it as aforesaid during
such period,  given effect to all  adjustments  called for during such period by
this Paragraph.
 
B.  Adjustment  for  Changes  in Common  Stock.  In the event of  changes in the
outstanding   Common   Stock  of  the   Company   by   reason   of   split--ups,
recapitalizations,  reclassifications,  mergers, consolidations, combinations or
exchanges of shares, separations,  reorganizations,  liquidations,  or the like,
the number and class of shares  available under the Warrant in the aggregate and
the Warrant Price shall be correspondingly adjusted by the Board of Directors of
the Company. The adjustment shall be such as will give the holder of the Warrant
on exercise for the same aggregate  Warrant 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.

II. No Fractional Shares. No fractional shares of Common Stock will be issued in
connection with any  subscription  hereunder.  In lieu of any fractional  shares
which would  otherwise  be  issuable,  the  Company  shall pay cash equal to the
product of such  fraction  multiplied  by the fair market  value of one share of
Common Stock on the date of exercise,  as determined by the fair market value of
one share of the Company's Common Stock on the date of exercise as determined in
good faith by the Company's Board of Directors.

IV. No Stockholder  Rights.  This Warrant shall not entitle its holder to any of
the rights of a stockholder of the Company prior to exercise thereof.

     V. Reservation of Stock. The Company  covenants that during the period this
     Warrant is  exercisable,  the Company will reserve from its  authorized and
     unissued  Common  Stock a  sufficient  number of shares to provide  for the
     issuance of Common  Stock upon the  exercise of this  Warrant.  The Company
     agrees that its issuance of this Warrant shall constitute full authority to
     its officers who are charged with the duty of executing stock  certificates
     to execute and issue the necessary  certificates for shares of Common Stock
     upon the exercise of this Warrant.

VI. Exercise of Warrant.  This Warrant may be exercised by the registered holder
or its registered assigns, in whole or in part, by the surrender of this Warrant
at the principal  office of the Company,  together with the form of subscription
hereof  duly  executed,  accompanied  by  payment  in full of the  amount of the
Warrant  Price in the form  described in this  Warrant.  Upon  partial  exercise
hereof,  a new warrant or warrants  containing  the same date and  provisions as
this  Warrant  shall be issued by the Company to the  registered  holder for the
number of shares of Common Stock with  respect to which this  Warrant  shall not
have  been  exercised.  A  Warrant  shall  be  deemed  to  have  been  exercised
immediately  prior to the close of  business  on the date of its  surrender  for
exercise as  provided  above,  and the person  entitled to receive the shares of
Common Stock  issuable upon such  exercise  shall be treated for all purposes as
the holder of such shares of record as of the close of business on such date. As
promptly  as  practicable  on or after such date,  the  Company  shall issue and
deliver to the person or persons  entitled to receive the same, a certificate or
certificates  for the number of full shares of Common Stock  issuable  upon such
exercise,  together  with cash in lieu of any  fraction  of a share as  provided
above.

VII. Certificate of Adjustment. Whenever the Warrant Price is adjusted as herein
provided,  the  Company  shall  promptly  deliver to the  record  holder of this
Warrant a  certificate  of an officer of the Company  setting forth the relevant
Warrant  Price or number of shares  after such  adjustment  and setting  forth a
brief statement of the facts requiring such adjustment.

VIII.  Compliance With Securities Act. The holder of this Warrant, by acceptance
hereof,  agrees that this  Warrant  and the shares of Common  Stock to be issued
upon exercise hereof (or shares of any security into which such Common Stock may
be converted)  are being  acquired for  investment  and that the holder will not
offer, sell, or otherwise dispose of this Warrant and any shares of Common Stock
to be issued upon  exercise  hereof (or shares of any  security  into which such
Common Stock may be converted) except under  circumstances which will not result
in a violation of the  Securities  Act of 1933,  as amended  (the  "Act").  Upon
exercise of this Warrant,  the holder hereof shall, if requested by the Company,
confirm in writing its investment  purpose and acceptance of the restrictions on
transfer of the shares of Common Stock.

IX.  Subdivision  of Warrant.  At the  request of the holder of this  Warrant in
connection  with a  transfer  or  exercise  of a portion  of the  Warrant,  upon
surrender of such  Warrant for such  purpose to the Company,  the Company at its
expense  (except for any transfer tax payable) will issue and exchange  therefor
warrants  of like  tenor and date  representing  in the  aggregate  the right to
purchase  such number of shares of such Common Stock as shall be  designated  by
such holder at the time of such surrender; provided, however, that the Company's
obligations to subdivide  securities  under this section shall be subject to and
conditioned  upon the compliance of any such  subdivision  with applicable state
securities laws and with the Act.

X. Notices of Record Date.  In case

A. the Company  shall take a record of the holders of its Common Stock (or other
stock or securities at the time receivable upon the exercise of the Warrant) for
the purpose of entitling them to receive any dividend or other distribution,  or
any rights to subscribe  for or purchase any shares of stock of any class or any
other securities, or to receive any other right, or

B. of any capital  reorganization of the Company,  any  reclassification  of the
capital stock of the Company, any consolidation or merger of the Company with or
into another  corporation,  or any conveyance of all or substantially all of the
assets of the Company to another corporation, or

C. of any voluntary dissolution, liquidation or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to each
holder of a Warrant at the time outstanding a notice specifying, as the case may
be,  (i) the date on  which a record  is to be  taken  for the  purpose  of such
dividend,  distribution  or right,  and stating the amount and character of such
dividend,  distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place,  and the time,  if any is to be fixed,  as of which
the holders of record of Common Stock or such other stock or  securities  at the
time  receivable  upon the exercise of the Warrant shall be entitled to exchange
their shares of Common Stock (or such other stock or securities)  for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger, conveyance, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 30 days prior to the date therein specified.

XI. Loss,  Theft,  Destruction,  or Mutilation  of Warrant.  Upon receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction,  or  mutilation  of this Warrant,  and in case of loss,  theft,  or
destruction,  of indemnity or security  reasonably  satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon surrender and cancellation of this Warrant, if mutilated,  the Company will
make and deliver a new Warrant of like tenor and dates as of such  cancellation,
in lieu of this Warrant.

XII.  Miscellaneous.  This Warrant shall be governed by the laws of the State of
California.  The headings in this Warrant are for  purposes of  convenience  and
reference  only,  and shall not be deemed to  constitute a part hereof.  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 Company and
the registered  holder  hereof.  All notices and other  communications  from the
Company to the holder of this Warrant shall be by telecopy or expedited  courier
service to the address furnished to the Company in writing by the last holder of
this Warrant who shall have furnished an address to the Company in writing.

XIII.  Exercise Period.  The Exercise Period shall mean the period commencing on
the date hereof and ending on January 28, 2002.

         ISSUED this January 28, 1997.

                                                     COMPANY:

                                                              IMATRON INC.



                                                              By:              


        

                             IMATRON INC. FORM 10-K

                             Schedule to Exhibit 4.7
                    Pursuant to Instruction No. 2 to Item 601
                                of Regulation S-K

The form of Common Stock Purchase Warrant filed as Exhibit 4.7 to this Report is
substantially  identical  in all  material  respects to each of the Common Stock
Purchase  Warrants  issued by the  Company to  investors  in  connection  with a
Private Offering  conducted by the Company which concluded January 28, 1997. The
Schedule sets forth the material  details of all such warrants which differ from
the form of exhibit file herewith.

Name of Warrantholder                       Number of Common Shares Exercisable

Xing-Rong Chen                                                       25,000

Bruce Brundage                                                       50,000

Charles Higgens                                                      25,000

Gerhard Sennewald                                                   100,000