<PAGE>

                                                                    Exhibit 10.4


NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                                                                     ----------
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
---
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THIS
WARRANT.

                                                                           No. 1

                                    WARRANT
                              Dated July 9, 2001
                              ("Effective Date")

      to Purchase up to an Aggregate of 22,220,113 Shares of Common Stock
                            (Subject to Adjustment)

                           at U.S. $.0575 per share

                     VOID AFTER 10:00 a.m. (Eastern Time)

                                on July 9, 2008


     THIS IS TO CERTIFY that the I. Reich Family Limited Partnership, a Delaware
limited partnership, ("Holder"), or its Permitted Assigns (as defined in Section
10 of this Warrant), is entitled to purchase, subject to the provisions of this
Warrant ("Warrant"), from SpectruMedix Corporation, a Delaware corporation (the
"Company"), in accordance with the provisions set forth below, an aggregate of
up to 22,220,113 (subject to adjustment) (as adjusted, the "Warrant Number")
fully paid and nonassessable shares (as subject to adjustment hereunder, the
"Shares") of the common stock, par value $.00115 per share (the "Common Stock"),
of the Company, at a price of $.0575 per share (as subject to adjustment
hereunder, the "Exercise Price"). The amount and kind of securities purchasable
pursuant to the rights granted hereunder and the Exercise Price for such
securities are subject to adjustment pursuant to the further provisions of this
Warrant.

1.   EXERCISE OF WARRANT

     1.1  Subject to the provisions hereof, Warrants may be exercised in whole
          or in part at any time or from time to time on or after the date
          hereof (the "Exercise Date") and until July 9, 2008 (the "Expiration
          Date").

                                    Page 1
<PAGE>

     1.2  This Warrant shall be exercised by presentation and surrender hereof
          to the Company at the principal office of the Company accompanied by

          (a)  a written notice of exercise in the form attached as Exhibit A
                                                                    ---------
               hereto ("Election to Purchase"); and

          (b)  payment to the Company, for the account of the Company, of the
               Exercise Price for the number of Shares specified in such notice.

          The Exercise Price for the number of Shares specified in the notice
          shall be payable in immediately available good funds, at the option of
          the Holder, in U.S. dollars, provided, however, that in lieu of making
                                       --------  -------
          cash payment of the Exercise Price to the Company, the Holder may
          tender all or any unpaid portion of that certain Secured Note dated
          July 9, 2001 issued by the Company to the Holder, and shall treat
          indebtedness so tendered as the equivalent of cash payment, at the
          rate of $2 of cash payment for each $1 in principal amount of Secured
          Note which is so tendered. The Exercise Price shall be subject to
          adjustment pursuant to Section 4 hereof.

          (c)  In lieu of delivering the Exercise Price as set forth in Section
                                                                        -------
               1.2(b), the Holder may instruct the Company in writing ("Notice
               ------
               of Conversion") to deliver to the Holder (without payment by the
               Holder of any Exercise Price) that number of shares of Common
               Stock equal to the quotient obtained by dividing:

               (i)  the value of this Warrant at the time the conversion right
          is exercised (determined by subtracting the aggregate Exercise Price
          in effect immediately prior to the exercise of the conversion right
          from the aggregate Current Market Price of the shares of Common Stock
          issuable upon exercise of this Warrant immediately prior to the
          exercise of the conversion right) by

               (ii) the Current Market Price of one share of Common Stock
          immediately prior to the exercise of the conversion right.

          (d)  For purposes hereof, "Current Market Price" shall mean: the
               average of the closing prices of any security's sales on all
               securities exchanges on which such security may at the time be
               listed, or, if there have been no sales on any such exchange on
               any day, the average of the highest bid and lowest asked prices
               on all such exchanges at the end of such day, or, if on any day
               such security is not so listed, the average of the representative
               bid and asked prices quoted on the Nasdaq National Market
               ("NASDAQ") as of 4:00 P.M., New York time, or, if on any day such
               security is not quoted on NASDAQ, the average of the highest bid
               and lowest asked prices on such day in the domestic over-the-
               counter market as reported by the National Quotation Bureau,
               Incorporated, or any similar successor organization, in each such
               case averaged over a period of twenty-one (21) days consisting of
               the day as of which the Current Market Price is being

                                    Page 2
<PAGE>

               determined and the twenty (20) consecutive business days prior to
               such day. If at any time such security is not listed on any
               securities exchange or quoted on NASDAQ or the over-the counter
               market, the "Market Price" shall be the fair value thereof
               determined by the Board of Directors of the Corporation.

     1.3  Upon such presentation and surrender, the Company shall issue promptly
          to the Holder the Shares to which the Holder is entitled hereunder.
          The number of Shares purchasable upon the exercise of this Warrant
          shall be subject to adjustment pursuant to Section 4 hereof.

     1.4  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 Holder to purchase the
          balance of the Shares purchasable hereunder. Upon receipt by the
          Company of this Warrant, in proper form for exercise, the Holder shall
          be deemed to be the holder of record of the Shares issuable upon such
          exercise, notwithstanding that the share transfer books of the Company
          shall then be closed or that certificates representing such Shares
          shall not then be actually delivered to the Holder. No fractions of
          Shares shall be issued in connection with the exercise of this
          Warrant, but in lieu of such fractional shares the Company shall round
          down the number of Shares issued to the nearest whole number.

     1.5  Mandatory Exercise.  In the event that the Company effects a public
          ------------------
          offering of its equity securities in which the gross proceeds to the
          Company (before deduction for underwriters' fees and commissions, blue
          sky expenses, the fees and expenses of accountants and attorneys or
          other related transaction expenses) exceed $20,000,000, then the
          Holder shall, upon written notice from the Company, exercise this
          Warrant for such number of shares of Common Stock subject hereto as
          the Company may specify in such notice.

2.   RESERVATION OF SHARES: PRESERVATION OF RIGHTS

     The Company hereby agrees that at all times it will maintain and reserve
     such number of authorized but unissued Shares so that this Warrant may be
     exercised without additional authorization of shares of Common Stock after
     giving effect to all other options, warrants, convertible securities and
     other rights to acquire shares of Common Stock of the Company.  All Shares
     issuable pursuant to the terms hereof, when issued upon exercise of this
     Warrant in accordance with the terms hereof shall be duly and validly
     issued and fully paid and nonassessable, not subject to preemptive rights
     and shall be free and clear of all liens, encumbrances, equities and
     claims.  The Company further agrees that it will not, by charter amendment
     or through reorganization, consolidation, merger, dissolution or sale of
     assets, or by any other voluntary act, avoid or seek to avoid the
     observance or performance of any of the covenants, stipulations or
     conditions to be observed or performed hereunder by the Company.

                                    Page 3
<PAGE>

3.   EXCHANGE OR LOSS OF WARRANT

     This Warrant is exchangeable, upon presentation and surrender hereof at the
     principal office of the Company, only in connection with a partial exercise
     hereof. Upon receipt by the Company of evidence reasonably 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
     terms, tenor and date.

4.   ADJUSTMENT

     The number of Shares purchasable upon the exercise of this Warrant and the
     Exercise Price shall be subject to adjustment from time to time or upon
     exercise as provided in this Section 4.

     4.1  If, during the term of this Warrant, the Company shall distribute a
          stock dividend or shares of capital stock to the holders of shares of
          Common Stock, the number of Shares purchasable upon exercise of this
          Warrant shall be increased by multiplying such number of Shares to be
          purchased under this Warrant by a fraction of which the denominator
          shall be the number of shares of Common Stock outstanding at the close
          of business on the date fixed for the determination of stockholders
          entitled to receive such dividend or distribution (the "Original
          Outstanding Shares") and the numerator shall be (i) the Original
          Outstanding Shares plus (ii) the total number of such shares of Common
                             ----
          Stock being issued or distributed. Such increase will become effective
          immediately after the opening of business on the date fixed for such
          determination, and upon the happening of such an event the Exercise
          Price shall be adjusted appropriately as described herein. For
          purposes of this Section 4.1, the number of shares of Common Stock at
          any time outstanding shall not include shares held in the treasury of
          the Company. The Exercise Price shall be multiplied by a fraction of
          which the numerator shall be the Original Outstanding Shares and the
          denominator shall be the sum of (i) the Original Outstanding Shares
          plus (ii) the total number of shares of Common Stock being issued or
          ----
          distributed.

     4.2  If, during the term of this Warrant, the outstanding shares of Common
          Stock shall be subdivided into a greater number of shares, the number
          of Shares purchasable upon exercise of this Warrant at the opening of
          business on the day following the day upon which such subdivision
          becomes effective shall be proportionately increased and the Exercise
          Price shall be proportionately decreased, as appropriate, and,
          conversely, if the outstanding shares of Common Stock shall each be
          combined into a smaller number of shares, the number of Shares
          purchasable upon exercise of this Warrant at the opening of business
          on the day following the day upon which such combination becomes
          effective shall be proportionately decreased and the Exercise Price
          shall be proportionately increased, as appropriate.

                                    Page 4
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     4.3  Reorganization, Reclassification, Merger, Consolidation or Disposition
          ----------------------------------------------------------------------
          of Assets
          ---------

          (a)  In case the Company shall reorganize its capital, reclassify its
               capital stock, consolidate or merge with or into another
               corporation or sell, transfer or otherwise dispose of all or
               substantially all of its property, assets or business to another
               corporation and pursuant to the terms of such reorganization,
               reclassification, merger, consolidation or disposition of assets,
               (i) shares of capital stock of the successor or acquiring
               corporation or of the Company (if it is the surviving
               corporation) or (ii) any cash, shares of stock or other
               securities or property of any nature whatsoever (including
               warrants or other subscription or purchase rights) in addition to
               or in lieu of capital stock of the successor or acquiring
               corporation ("Other Property") are to be received by or
               distributed to the holders of shares of Common Stock of the
               Company who are holders immediately prior to such transaction,
               then suitable lawful and enforceable provisions shall be made as
               part of such transaction whereby the Holder shall have the right
               thereafter to receive, upon exercise of this Warrant, the number
               of shares of capital stock of the successor or acquiring
               corporation or of the Company, if it is the surviving corporation
               Other Property receivable upon or as a result of such
               reorganization, reclassification, merger, consolidation or
               disposition of assets by a holder of the number of Shares for
               which this Warrant is exercisable immediately prior to such
               event.

          (b)  In case of any such reorganization, reclassification, merger,
               consolidation or disposition of assets, the successor or
               acquiring corporation shall expressly assume the due and punctual
               observance and performance of each and every covenant and
               condition of this Warrant to be performed and observed by the
               Company and all the obligations and liabilities hereunder,
               subject to such modifications as may be deemed appropriate (as
               determined by resolution of the Board of Directors of the
               Company) in order to provide for adjustments of shares of the
               Shares for which this Warrant is exercisable, which modifications
               shall be as nearly equivalent as practicable to the adjustments
               provided for in this Section 4. The Company shall not consummate
               or agree to consummate any such reorganization, reclassification,
               merger, consolidation or disposition unless the successor or
               acquiring person shall have duly executed a written instrument
               providing for the express assumption referred to in the first
               sentence of this Section 4.6(b).

          (c)  The provisions of this Section 4.6 shall similarly apply to
               successive reorganizations, reclassifications, mergers,
               consolidations or disposition of assets.

                                    Page 5
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     4.4  Fractional Shares
          -----------------

          The Company shall not be required to issue fractional Shares on the
          exercise of Warrants. If any fraction of a Share would, except for the
          provisions of this Section 4.8, be issuable on the exercise of this
          Warrant (or specified portion thereof), the Company shall pay an
          amount in cash equal to the fair market value (as determined in good
          faith by the Board of Directors and described in a resolution of the
          Board of Directors) for one Share on the business day immediately
          preceding the date the Warrant is exercised, multiplied by such
          fraction, computed to the nearest whole cent.

5.   NOTICE OF CERTAIN EVENTS

     The holder of this Warrant shall be entitled to the same rights to receive
     notices of corporate actions as any holder of shares of Common Stock as
     provided in the Company's Articles of Incorporation, as amended, or
     otherwise. Notwithstanding, in case at any time:

     5.1  There shall be any merger of the Company with, or any statutory
          exchange of the Company's securities with the securities of, or sale
          of all or substantially all of its assets to, another corporation; or

     5.2  There shall be a voluntary or involuntary dissolution, liquidation or
          winding up of the Company;

     then, in any one or more of such cases, the Company shall give written
     notice, by first class mail, postage prepaid, addressed to the Holder at
     the address of the Holder as shown on the books of the Company, of the date
     on which such merger, exchange, sale, dissolution, liquidation or winding
     up shall take place, as the case may be. Such notice shall also specify the
     date as of which the holders of Shares of record shall be entitled to
     exchange their Shares for securities or other property deliverable upon
     such merger, exchange, sale, dissolution, liquidation or winding up, as the
     case may be. Such written notice shall be given at least thirty (30) days
     prior to the action in question.

6.   NOTICE OF ADJUSTMENTS

     Whenever the number of Shares for which this Warrant is exercisable or the
     Exercise Price is adjusted as provided in Section 4 hereof, the Company
     shall promptly compute such adjustment and mail to the Holder at the last
     address provided to the Company in writing a certificate, signed by the
     principal financial officer of the Company, setting forth the number of
     Shares for which this Warrant is exercisable and the Exercise Price as a
     result of such adjustment, a brief statement of the facts requiring such
     adjustment and the detailed computation thereof and when such adjustment
     has or will become effective.

7.   RIGHTS OF THE HOLDER

     7.1  Without limiting the foregoing or any remedies available to the
          Holder, the Holder will be entitled to specific performance of the
          obligations hereunder, and

                                    Page 6
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          injunctive relief against actual or threatened violations of the
          obligations of any person subject to this Warrant.

     7.2  This Warrant shall not entitle the Holder to any voting rights or
          other rights as a shareholder of the Company whatsoever, except the
          rights expressed herein and no dividend or interest shall be payable
          or accrue in respect of this Warrant.

8.   NOTICE GENERALLY

     Any notice, demand, request, consent, approval, declaration, delivery or
     communication hereunder to be made pursuant to the provisions of this
     Warrant shall be sufficiently given or made if in writing and shall be
     deemed to have been validly served, given or delivered (a) when sent after
     receipt of confirmation or answer back if sent by telex or telecopy or
     other similar facsimile transmission, (b) two (2) business days after
     deposit with a reputable international two (2) day courier with all charges
     prepaid or (c) when delivered if hand-delivered by messenger, all of which
     shall be properly addressed to the party to be notified and sent to the
     address or number indicated, to the Holder, or the holder of Shares at its
     last known address appearing on the books of the Company maintained for
     such purpose, and to the Company at:

                           SPECTRUMEDIX CORPORATION
                           2121 Old Gatesburg Road
                           State College, Pennsylvania 16803
                           Attention:  Chief Executive Officer

     or at such other address as may be submitted by notice given as herein
     provided. The giving of any notice required hereunder may be waived in
     writing by the party entitled to receive such notice.

9.   GOVERNING LAW

     THIS WARRANT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE
     GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
     YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW
     YORK.

10.  SUCCESSORS AND ASSIGNS

     The terms and provisions of this Warrant shall inure to the benefit of, and
     be binding upon, the Company and the Holder hereof and its respective
     successors and permitted assigns (provided that the Company's obligation to
     a transferee of this Warrant arises only if such transfer is made in
     accordance with the terms of this Warrant).

11.  LEGENDS

     Each certificate evidencing any Shares issued upon exercise of this Warrant
     shall bear a legend in substantially the following form:

                                    Page 7
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          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
          SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
          FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
           --------------
          EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
          SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
          THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH
          APPLICABLE STATE SECURITIES LAWS.

     If any Shares are (i) freely tradable pursuant to Rule 144(k) of the
     Securities Act or (ii) sold pursuant to an effective registration statement
     under the Securities Act, the Company shall, upon written request of the
     Holder thereof, issue to such Holder a new certificate evidencing such
     Shares without the legend required by this Section 14 endorsed thereon.

12.  AMENDMENTS AND WAIVERS

     Any waiver or amendment of any term of this Warrant shall be in a writing
     signed by both the Company and the Holder and shall be binding upon any
     subsequent holder of this Warrant.

     DATED:  July 9, 2001           SPECTRUMEDIX CORPORATION


                                    By: /s/ Stephen Wertheimer
                                       ----------------------------------
                                    Name: Stephen Wertheimer
                                    Title: Secretary & Vice President

                                    Page 8
<PAGE>

                                   EXHIBIT A

                         FORM OF ELECTION TO PURCHASE


TO:  SpectruMedix Corporation (the "Company")

     Attention: Corporate Secretary

     1.   The undersigned hereby elects to purchase __________ Shares of the
Company pursuant to the terms of the attached Warrant.

     2.   The undersigned elects to exercise the attached Warrant by means of a
cash payment, and tenders herewith payment in full for the purchase price of the
shares being purchased, together with all applicable transfer taxes, if any,
other than stamp or documentary taxes.

     3.   Please issue a certificate or certificates representing said Shares in
the name of the undersigned or in such other name as is specified below:



                    _________________________
                             (Name)

                    _________________________

                    _________________________
                            (Address)



                                        _________________________
                                               (Signature)
                                        Title:___________________

__________________________
          (Date)

                                    Page 9
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                                   EXHIBIT B

                              FORM OF ASSIGNMENT

     FOR VALUE RECEIVED, _______________________  hereby sells, assigns, and
transfers to each assignee set forth below all of the rights of the undersigned
in and to the number of Warrants (as defined in and evidenced by the foregoing
Warrant) set opposite the name of such assignee below and the shares of Common
Stock issuable upon exercise of said Warrants:

Name of Assignee              Address              Number of Warrants
----------------              -------              ------------------



     If the total of said Warrants shall not be all the Warrants evidenced by
the foregoing Warrant, the undersigned requests that a New Warrant evidencing
the Warrants not so assigned be issued in the name of and delivered to the
undersigned.

Dated:______________________      Name of Holder:



                                  (Print)_________________________

                                  By:_____________________________
                                  Title:__________________________

                                    Page 10