WARRANT NO. _____



         NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS
WARRANT OF THE MED-DESIGN CORPORATION (THE "COMPANY") HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER ANY
SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNTIL (i) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (ii) THE COMPANY RECEIVES AN
OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
WARRANT OR SHARES MAY BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.


         Warrant to Purchase up to 100,000 Shares of Common Stock.



                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                           THE MED-DESIGN CORPORATION



         This is to certify that, FOR VALUE RECEIVED, John F. Kelley (the
"Warrantholder") is entitled to purchase, subject to the provisions of this
Warrant, from The Med-Design Corporation, a Delaware Corporation (the
"Company"), one hundred thousand (100,000) fully paid, validly issued and
nonassessable shares of Common Stock, $.01 par value per share (the "Common
Stock"), of the Company (the "Warrant Shares") at a price equal to $5.438 per
share (the "Exercise Price").


         (1) EXERCISE OF WARRANT.

                  (A) This Warrant may be exercised in whole or in part at any
time or from time to time on or after the date hereof and until October 10, 2000
(the "Expiration Date"), provided, however, that if any such day is a day on
which banking institutions in the State of New York are authorized by law to
close, then on the next succeeding day. This Warrant may be exercised by
presentation and surrender hereof to the Company at its principal office, or at
the office of its stock transfer agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price of the
number of Warrant Shares specified in such form. As soon as practicable

<PAGE>

after each such exercise of the Warrant, but not later than seven (7) days from
the date of such exercise, the Company shall issue and deliver to the
Warrantholder a certificate or certificates for the Warrant Shares issuable upon
such exercise, registered in the name of the Warrantholder. 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
rights of the Warrantholder thereof to purchase the balance of the Warrant
Shares purchasable thereunder. Upon receipt by the Company of this Warrant at
its office, or by the stock transfer agent of the Company at its office, in
proper form for exercise, the Warrantholder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be physically delivered to the Warrantholder.

                  (B) In the event the Company shall at any time subdivide,
combine or reclassify the outstanding shares of Common Stock, the number of
Warrant Shares subject to this Warrant shall be adjusted accordingly and the
Exercise Price shall forthwith be proportionately decreased in the case of a
subdivision or increased in the case of a combination.


         (2) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrant.


         (3) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant.


         (4) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Warrantholder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other warrants of different denominations entitling
the Warrantholder thereof to purchase in the aggregate the same number of shares
of Common Stock purchasable hereunder. Upon surrender of this Warrant to the
Company at its principal office or at the office of its stock transfer agent, if
any, with the Assignment Form annexed hereto duly executed and funds sufficient
to pay any transfer tax the Company shall, without charge, subject to the
restrictions set forth in Section (5), execute and deliver a new Warrant in the
name of the assignee named in such instrument of assignment and this Warrant
shall promptly be canceled. This Warrant may be divided or combined with other
warrants which carry

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<PAGE>

the same rights upon presentation hereof at the principal office of the Company
or at the office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants are to be
issued and signed by the Warrantholder hereof. The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date.


         (5) RESTRICTIONS ON TRANSFER. This Warrant and all rights hereunder are
transferrable, in whole or in part, only to the Company by the Warrantholder in
person or by a duly authorized attorney except as set forth in Subparagraph (A).

                  (A) Restrictions in General. Prior to any Transfer (as defined
below) of this Warrant or the Warrant Shares, the Warrantholder will give ten
(10) days' written notice to the Company of such Warrantholder's intention to
effect such Transfer. Each such notice shall describe the manner and
circumstances of the proposed Transfer and shall be accompanied by an opinion,
addressed to the Company and reasonably satisfactory in form and substance to
it, of counsel for such Warrantholder, stating whether, in the opinion of such
counsel, such Transfer will be a transaction exempt from registration under the
Securities Act and applicable state securities laws. If such Transfer may in the
opinion of such counsel be effected without registration under the Securities
Act and applicable state securities laws, such Warrantholder shall thereupon be
entitled to Transfer this Warrant and the Warrant Shares in accordance with the
terms of the notice delivered by such Warrantholder to the Company. If in the
opinion of such counsel such Transfer may not be effected without registration
under the Securities Act, such Warrantholder shall not be entitled to so
Transfer this Warrant or the Warrant Shares unless the Company elects or is
obligated under Section (7) to file a registration statement relating to such
proposed Transfer and such registration statement has become effective under the
Securities Act and applicable state securities laws.

                  (B) "Transfer" means, with respect to the Warrants, the
Warrant Shares, or any interest therein, any disposition which would constitute
a sale thereof within the meaning of the Securities Act.


         (6) RIGHTS OF THE WARRANTHOLDER. The Warrantholder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the Company, either at law
or equity, and the rights

                                        3

<PAGE>


of the Warrantholder are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth herein.


         (7) REGISTRATION UNDER THE SECURITIES ACT OF 1933. The Company shall,
for a period of five (5) years from the date of the Warrant herein granted,
advise the Warrantholder or any then holder of Warrant Shares (such persons
being collectively referred to herein as "Warrantholders") by written notice at
least thirty (30) days prior to the filing of any registration statement (other
than a registration effected solely to implement a transaction of the type for
which form S-4 or form S-8 or any successor form is available) with the
Securities and Exchange Commission (the "Commission") under the Securities Act
covering securities of the Company. Each filing notice shall offer to the
Warrantholder the opportunity to include such number of shares as it may request
in the registration statement to which the filing notice relates and shall
advise the Warrantholder whether or not such registration statement is intended
to cover an underwritten public offering (an "Underwritten Offering"). If the
Warrantholder desires to have his shares included in a registration statement,
he shall so advise the Company in writing (a "Registration Request") within ten
(10) days after the date of receipt of the related filing notice, which
Registration Request shall set forth the number of shares for which registration
is requested. Subject to the provisions of Section (8) of this Agreement, the
Company shall include in a registration statement all shares for which it has
timely received a Registration Request.

         Notwithstanding anything to the contrary herein, the Company shall have
the right at any time (irrespective of whether a written Registration Request
shall have been made) to elect not to file any such proposed registration
statement, or to withdraw the same after the filing but prior to the effective
date thereof.


         (8) UNDERWRITTEN OFFERINGS.

                  (A) Participation and Limitations. If a registration statement
is for an Underwritten Offering, the right of Warrantholder to registration
pursuant to Section (7) hereof shall be conditioned upon (1) the Warrantholder's
participation in such Underwritten Offering and the inclusion of Warrantholder's
Warrant Shares in the Underwritten Offering to the extent provided herein and
(2) the execution and delivery by Warrantholder of an underwriting agreement in
customary form with the underwriter or underwriters selected by the Company to
manage such Underwritten Offering (individually or collectively, the
"Underwriter"). If the Underwriter determines that the inclusion of Warrant
Shares in such Underwritten Offering would adversely affect the success of such
offering, then the amount of securities to be included in the Underwritten
Offering shall, subject to then existing agreements to

                                       4

<PAGE>

which the Company is presently a party concerning the registration of Common
Stock, be as follows: (1) first, the number of shares of Common Stock to be
offered and sold for the account of the Company (up to the maximum number of
shares of Common Stock as determined by the Underwriter) and (2) second, if
additional shares of Common Stock may then be included in such Underwritten
Offering, such additional number of shares of Common Stock to be offered and
sold for the account of the Warrantholders, which (a) together with the shares
of Common Stock to be offered and sold for the account of the Company shall not
exceed the maximum number of shares of Common Stock as determined by the
Underwriter and (b) shall be allocated among the Warrantholders pro rata based
upon the aggregate number of Warrant Shares requested by each such Warrantholder
to be included in such Underwritten Offering. In addition, the number of Shares
to be included in any Underwritten Offering may, in the discretion of the
Company or the Underwriter, be rounded to the nearest one hundred (100) shares.
If a Warrantholder disapproves of the terms of such Underwritten Offering, then
he may elect to withdraw therefrom by written notice to the Company and the
Underwriter at any time prior to the date on which the registration statement
therefore is declared effective by the Commission (a "Withdrawal Notice"). Any
Shares subject to a Withdrawal Notice shall be withdrawn and excluded from the
registration statement for the Underwritten Offering to which the Withdrawal
Notice relates.

                  (B) Restrictions on Sales of Shares. If Warrant Shares are
covered by a registration statement for an Underwritten Offering, Warrantholder
agrees, if requested by the Underwriter and timely notified in writing by the
Company or the Underwriter, not to effect any public sale or distribution of
Shares (including a sale pursuant to Rule 144 under the Securities Act) except
as part of such Underwritten Offering during the period commencing on the tenth
day prior to the closing date for such Underwritten Offering and ending on the
forty-sixth day after such closing date.


         (9) REGISTRATION PROCEDURES. In the case of each registration of
securities covered by Section (7) hereof (each a "Registration") for which
Warrantholder has timely delivered a Registration Request and has not delivered
a Withdrawal Notice, the Company will keep Warrantholder advised in writing of
the initiation and completion of such registration and will take the following
actions at its own expense:

                  (A) prepare and file with the Commission a registration
statement for such Shares as are entitled to be included therein, use its best
efforts to cause such registration statement to become effective, and, upon the
request of Warrantholder, keep such registration statement effective for not
less than ninety (90) days;

                  (B) prepare and file with the Commission such

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<PAGE>

amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement;

                  (C) furnish to Warrantholder at least one (1) copy of the
registration statement and any post-effective amendments thereto and such number
of copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, as he may reasonably request;

                  (D) use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by
Warrantholder, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such jurisdiction;

                  (E) in any Underwritten Offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the Underwriter;

                  (F) promptly notify Warrantholder at any time when a
prospectus relating to such registration statement is required to be delivered
under the Securities Act because of the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing; and

                  (G) bear the entire cost and expense of any registration of
securities initiated by it under Section (9)(A) notwithstanding that Warrant
Shares subject to this Warrant may be included in any such registration
statement pursuant to this Section (9) Warrantholder shall, however, bear the
fees of his own counsel and any registration fees, transfer taxes or
underwriting discounts or commissions applicable to the Warrant Shares sold by
it pursuant thereto.

         The Company's agreements with respect to Warrants or Warrant Shares in
Section (7), (8) and (9) shall continue in effect as provided therein regardless
of the exercise and surrender of this Warrant.


         (10) WARRANTHOLDER NOT OBLIGATED. Neither the giving of any notice by
any Warrantholder nor the making of any request for prospectuses shall impose
any obligation to sell any Warrant Shares, or exercise any Warrants upon such
Warrantholder or owner making such request.

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<PAGE>



         (11) INDEMNIFICATION.

                  (A) The Company shall indemnify and hold harmless each such
Warrantholder and each Underwriter, within the meaning of the Securities Act,
who may purchase from or sell for any such Warrantholder any Warrant Shares from
and against any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in the
registration statement or any post-effective amendment thereto or any
registration statement under the Securities Act or any prospectus included
therein required to be filed or furnished by reason of Section (7) or caused by
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or alleged untrue statement or omission or alleged
omission based upon information furnished or required to be furnished in writing
to the Company by such Warrantholder or Underwriter expressly for use therein,
which indemnification shall include each person, if any, who controls any such
person within the meaning of the Securities Act; provided however, that the
Company shall not be obliged so to indemnify any such Underwriter or controlling
person unless such Underwriter shall at the same time indemnify the Company, its
directors, each officer signing the related registration statement and each
person, if any, who controls the Company within the meaning of the Securities
Act, from and against any and all losses, claims, damages and liabilities caused
by any untrue statement or alleged untrue statement of a material fact contained
in the registration statement or amendments thereto or any prospectus required
to be filed or furnished by reason of Section (7) or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement therein not misleading, insofar as such
losses, claims, damages or liabilities are caused by any untrue statement or
alleged untrue statement or omission based upon information furnished in writing
to the Company by any such Underwriter expressly for use therein.

                  (B) Warrantholder will, if Shares are included in the
securities as to which such Registration is being effected, indemnify the
Company, each of its directors and officers, each Underwriter of securities
covered by such a registration statement, and each person who controls the
Company or such Underwriter within the meaning of Section 15 of the Securities
Act against all expenses, claims, losses, damages and liabilities (or actions in
respect thereof), including any of the foregoing incurred in settlement of any
litigation, whether commenced or threatened, arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, any prospectus, offering circular or other
document related thereto, or any amendment or supplement to any of the
foregoing, or any omission (or alleged omission) to state therein

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<PAGE>

a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and such
directors, officers, persons, Underwriter or control persons for any legal or
any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by an instrument
duly executed by Warrantholder and stated to be specifically for use therein;

                  (C) Each party entitled to indemnification or contribution
under this Section (11) (an "Indemnified Party") shall give notice to the party
required to provide indemnification (an "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section (11), unless such
failure is prejudicial to the Indemnifying Party's ability to defend such
action. An Indemnifying Party, in the defense of any such claim or litigation,
shall not except with the consent of each Indemnified Party, consent to entry of
any judgement or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.

                  (D) If the indemnification provided herein is unavailable to
an Indemnified Party in respect of any losses, claims, damages or liabilities
referred to herein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and Warrantholder from the offering or (ii) if
the allocation provided by clause (i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the benefits referred to
in clause (i), but also the relative fault of the Company and Warrantholder in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and Warrantholder
shall be deemed to be in the same

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<PAGE>

respective proportions as the net proceeds from the offering (before deducting
expenses) received by each of the Company and Warrantholder. The relative fault
of Warrantholder shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by Warrantholder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.


         (12) NO LIMITATION ON CORPORATE ACTION. No provisions of this Warrant
and no right or option granted or conferred hereunder shall in any way limit,
affect, or abridge the exercise by the Company of its corporate rights or powers
to recapitalize, amend its articles or incorporation or bylaws, reorganize,
consolidate or merge with or into any corporation, or transfer all or any part
of its property or assets or the exercise of any other of its corporate rights
and powers.


         (13) REPRESENTATION OF WARRANTHOLDER. Warrantholder, by the acceptance
hereof, represents that it is acquiring this Warrant for its own account for
investment and not with a view to, or sale in connection with, any distribution
hereof or of any of the Warrant Shares issuable upon the exercise hereof, nor
with the present intention of distributing any of such securities.


         (14) RESTRICTIVE LEGEND. Each certificate representing Warrant Shares
initially issued upon exercise of this Warrant, unless at the time of exercise
such Warrant Shares are registered under the Securities Act, shall bear the
following legend (and any additional legend required by any applicable state
securities laws) on the face thereof:

              The securities represented hereby have not been registered under
              the Securities Act of 1933 and the transfer of such securities is
              subject to the restrictions set forth in Section (5) of the
              Warrant delivered to the registered Warrantholder thereof, a copy
              of which is available for inspection at the principal office and
              no transfer of such securities shall be valid or effective unless
              and until the terms and conditions of such Section (5) shall have
              been in satisfied.

                  Any certificate issued at any time upon transfer or, or in
exchange for or replacement of, any certificate bearing such legend (except a
new certificate issued upon completion of a public distribution pursuant to a
registration under the Securities Act)

                                        9

<PAGE>



shall also bear such legend unless, in the opinion of counsel for the
Warrantholder, addressed and delivered to the Company, which opinion shall be in
a form reasonably satisfactory and acceptable to the Company and such
Warrantholder, the securities represented thereby need no longer be subject to
the restrictions contained in Section (5). The provisions of this Warrant shall
be binding upon all subsequent Warrantholders of certificates bearing the legend
hereinbefore described and shall also be applicable to all subsequent
Warrantholders.


         (15) GOVERNING LAW. This Warrant shall be governed by, construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws.


         (16) NOTICE. All notices and other communications under this Warrant
shall (a) be in writing (which shall include communications by telex and
telecopy), (b) be (i) sent by registered or certified mail, postage prepaid, or
by a reputable overnight courier (ii) delivered by hand or (iii) transmitted by
telex or telecopier (c) be given at the following respective addresses and
telex, telecopier and telephone numbers and to the attention of the following
persons:

                                    If the Company, to it at:

                                    The Med-Design Corporation
                                    2810 Bunsen Avenue
                                    Ventura, CA 93003
                                    Telecopier No.:  (805) 339-9375
                                    Telephone No.: (805) 339-0375
                                    Attn:  James M. Donegan

                                    If the Warrantholder, to it at:

                                    John F. Kelley
                                    6 Hathaway Drive
                                    Princeton Junction, NJ 08550
                                    Telecopier No.: (609) 275-8865
                                    Telephone No.: (609) 275-9163


or at such other address or telex, telecopier or telephone number or to the
attention of such other person as the party to whom such information pertains
may hereafter specify for the purpose in a notice to the other specifically
captioned "Notice of Change of Address", and (d) be effective or deemed
delivered or furnished (i) if given by mail, on the fifth (5th) Business Day
after such communication is deposited in the mail, addressed as above provided,
(ii) if given by telex or telecopier, when such communication is transmitted to
the appropriate number determined

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<PAGE>



as above provided in this Section and the appropriate answer back is received or
receipt is otherwise acknowledged, (iii) if given by hand delivery, when left at
the address of the addressee addressed as above provided, and (iv) if sent by
overnight courier, the day after the communication is delivered to such carrier
except that notices of a change of address, telex, telecopier or telephone
number, shall not be deemed furnished, until received.


         (17) MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.


         (18) DATE AND EFFECTIVENESS. The date of this Warrant is October 10,
1997. This Warrant, in all events, shall be wholly void and of no effect after
the close of business on the Expiration Date, unless the Warrant shall have been
exercised, in which case this Agreement shall terminate on the third anniversary
of the date of the exercise or partial exercise of the Warrant herein granted
except as provided in Sections (7) and (9).

         The undersigned hereby set their hands and seals to this Warrant
Agreement with full knowledge of its contents and intending thereby to be
legally bound.


ATTEST:                                        THE MED-DESIGN CORPORATION


By:____________________________                By:_____________________________
            Secretary                                  James M. Donegan
                                                        President, CEO



WITNESS:

______________________________                 ________________________________
                                                        John F. Kelley


DATED:

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<PAGE>



                                  PURCHASE FORM


                                                              Dated____________


         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing __________ shares of Common Stock and hereby
makes payment of ___________ in payment of the actual exercise price thereof.



                     INSTRUCTIONS FOR REGISTRATION OF STOCK


Name_____________________________________________________________
            (Please typewrite or print in block letters)

Address__________________________________________________________


Signature________________________________________________________


                                 ASSIGNMENT FORM


         FOR VALUE RECEIVED, ____________________________________
hereby sells, assigns and transfers unto


Name_____________________________________________________________
            (Please typewrite or print in block letters)

Address__________________________________________________________


the right to purchase Common Stock represented by this Warrant to the extent of
________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ________________ Attorney, to transfer the
same on the books of the Company with full power of substitution in the
premises.

Date:________________


Signature_________________________

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