<PAGE>   1




[NOTE:  the Warrant issued to Safeguard Delaware, Inc. omits Sections 18(a)
        and (b)]

THESE SECURITIES 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, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT DOES NOT REQUIRE PHYSICAL SURRENDER OF THE WARRANT UPON ANY PARTIAL
EXERCISE HEREOF. AS A RESULT FOLLOWING ANY EXERCISE OF ANY PORTION OF THIS
WARRANT, THE OUTSTANDING NUMBER OF SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT
MAY BE LESS THAN THE AMOUNT OF SHARES SET FORTH BELOW.


                          COMMON STOCK PURCHASE WARRANT


                           TO PURCHASE [_____________]
                            SHARES OF COMMON STOCK OF

                       CHROMAVISION MEDICAL SYSTEMS, INC.


        THIS CERTIFIES that, for value received, ______________ and its
        successors and assigns (the "HOLDER") is entitled, upon the terms and
        subject to the conditions hereinafter set forth, at any time and from
        time to time on and after the date hereof ("COMMENCEMENT DATE"), and on
        and prior to 8:00 p.m. Eastern Time on the fifth (5th) anniversary of
        the Commencement Date (the "EXPIRATION DATE"), but not thereafter, to
        subscribe for and purchase from CHROMAVISION MEDICAL SYSTEMS, INC., a
        Delaware corporation (the "COMPANY"), ______________ shares (the
        "WARRANT SHARES") of common stock, $0.01 par value per share ("COMMON
        STOCK"), of the Company. The purchase price of one share of Common Stock
        under this Warrant shall be the Exercise Price, as defined below and as
        may be adjusted from time to time pursuant to the terms hereof. The
        Exercise Price and the number of shares for which this Warrant is
        exercisable shall be subject to adjustment as provided herein. This
        Warrant is being issued in connection with the Securities Purchase
        Agreement dated on or about the date hereof (the "PURCHASE AGREEMENT")
        entered into between the Company, the Holder and the other Purchasers
        named therein (if any).

1.      DEFINITIONS. Capitalized terms used herein and not otherwise defined
        shall have the meaning ascribed thereto in the Purchase Agreement. As
        used in this Warrant, the following terms shall have the following
        respective meanings:

        "CHANGE IN CONTROL TRANSACTION" will be deemed to exist if (i) there
        occurs any consolidation, merger or other business combination of the
        Company with or into any other corporation or other entity or person
        (whether or not the Company is the surviving

<PAGE>   2

        corporation), or any other corporate reorganization or transaction or
        series of related transactions in which in any of such events the voting
        stockholders of the Company prior to such event cease to own 50% or more
        of the voting stock, or corresponding voting equity interests, of the
        surviving corporation after such event (including without limitation any
        "going private" transaction under Rule 13e-3 promulgated pursuant to the
        Exchange Act or tender offer by the Company under Rule 13e-4 promulgated
        pursuant to the Exchange Act for 20% or more of the Company's Common
        Stock), (ii) any person (as defined in Section 13(d) of the Exchange
        Act), together with its affiliates and associates (as such terms are
        defined in Rule 405 under the Act), beneficially owns or is deemed to
        beneficially own (as described in Rule 13d-3 under the Exchange Act
        without regard to the 60-day exercise period) in excess of 50% of the
        Company's voting power, (iii) there is a replacement of more than
        one-half of the members of the Company's Board of Directors which is not
        approved by those individuals who are members of the Company's Board of
        Directors immediately prior to such replacement, (iv) in one or a series
        of related transactions, there is a sale or transfer of all or
        substantially all of the assets of the Company, determined on a
        consolidated basis, or (v) the Company enters into an agreement
        providing for an event set forth in (i), (ii), (iii) or (iv) above,
        pursuant to which the Common Stock is converted or reclassified into
        other securities, cash or property.

        "CONVERTIBLE SECURITIES" means any convertible securities, warrants,
        options or other rights to subscribe for or to purchase or exchange for,
        shares of Common Stock.

        "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
        amended.

        "EXERCISE PRICE" means $6.8604 ("INITIAL EXERCISE PRICE"), provided,
        however, that on and after the one-year anniversary of the Commencement
        Date, the Exercise Price hereunder shall be automatically adjusted to
        (and shall thereafter equal, until further adjusted) an exercise price
        (the "ADJUSTED PRICE") equal to the lesser of (A) the Initial Exercise
        Price and (B) the average of the closing bid prices for the Common Stock
        on the Principal Market during the Pricing Period (as defined below),
        provided that the Exercise Price shall not be adjusted to a figure that
        is less than the Floor Price, except pursuant to an adjustment required
        under Section 13 below; in each case such Exercise Price shall be
        subject to adjustment (or further adjustment, as the case may be) as
        provided herein.

        "FLOOR PRICE" shall mean $4.0019, as such figure may be adjusted
        pursuant hereto.

        "PRICING PERIOD" shall mean the period of twenty (20) consecutive
        Trading Days immediately preceding the one-year anniversary of the
        Commencement Date.

        "PRINCIPAL MARKET" shall mean the Approved Market or such other market
        or exchange on which the Common Stock is then principally traded.

        "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

        "TRADING DAY" shall mean a day on which there is trading on the
        Principal Market.


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<PAGE>   3

2.      TITLE OF WARRANT. The Company shall register this Warrant, upon records
        to be maintained by the Company for that purpose, in the name of the
        record holder hereof from time to time. The Company may deem and treat
        the registered holder of this Warrant as the absolute owner hereof for
        the purpose of any exercise hereof or any distribution to the holder,
        and for all other purposes, and the Company shall not be affected by
        notice to the contrary except as provided herein.

                      With the written consent of the Company, such written
        consent not to be unreasonably withheld, prior to the expiration hereof
        and subject to compliance with applicable laws, this Warrant and all
        rights hereunder are transferable, in whole or in part, at the office or
        agency of the Company by the holder hereof in person or by duly
        authorized attorney, upon surrender of this Warrant together with (a)
        the Assignment Form annexed hereto properly endorsed, and (b) any other
        documentation reasonably necessary to satisfy the Company that such
        transfer is in compliance with all applicable securities laws; provided
        that no such transfer may be made to a person that is not an "accredited
        investor" as defined in Rule 501 of Regulation D of the Securities Act;
        and provided further that no consent of the Company is required for any
        transfer or assignment in whole or in part from time to time to an
        affiliate of the Purchaser or the then holder of this Warrant that is an
        "accredited investor." The term "HOLDER" as used herein shall refer to
        the Holder or any subsequent permitted transferee of this Warrant. If
        this Warrant is duly assigned in accordance with the terms hereof, then
        the Company agrees, upon the request of the assignee, to amend or
        supplement promptly any effective registration statement covering the
        Warrant Shares so that such assignee is entitled to be a selling
        stockholder thereunder.

3.      AUTHORIZATION OF SHARES. The Company covenants that all shares of Common
        Stock which may be issued upon the exercise of rights represented by
        this Warrant will, upon exercise of the rights represented by this
        Warrant and payment of the Exercise Price as set forth herein, be duly
        authorized, validly issued, fully paid and nonassessable and free from
        all taxes, liens, encumbrances and charges in respect of the issue
        thereof (other than taxes in respect of any transfer occurring
        contemporaneously with such issue or otherwise specified herein).

4.      EXERCISE OF WARRANT.

(a)     Exercise Procedure. Exercise of the purchase rights represented by this
        Warrant may be made at any time and from time to time, in whole or in
        part, on or after the Commencement Date but before 8:00 p.m. Eastern
        Time on the Expiration Date, by delivering the Notice of Exercise
        annexed hereto duly completed and executed (which delivery may be by
        facsimile) to the Company at the principal office of the Company (or
        such other office or agency of the Company as it may designate by notice
        in writing to the registered holder hereof at the address of such holder
        appearing on the books of the Company), and upon payment of the full
        Exercise Price of the shares thereby purchased (subject to subsection
        (b) below), the holder of this Warrant shall be entitled to receive a
        certificate for the number of shares of Common Stock so purchased.
        Subject to subsection (b) below, payment of the Exercise Price of the
        shares shall be by certified check or cashier's check or by wire
        transfer to an account designated by the Company in


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<PAGE>   4

        an aggregate amount equal to the Exercise Price multiplied by the number
        of shares being purchased.

(b)     Cashless Exercise. Alternatively, and only in the event the Warrant
        Shares are not subject to Effective Registration, the Holder may
        exercise this Warrant, in whole or in part in a "cashless" or
        "net-issue" exercise by delivering to the offices of the Company or any
        transfer agent for the Common Stock a Notice of Exercise specifying the
        number of Warrant Shares to be delivered to such Warrant holder
        ("DELIVERABLE SHARES") and the number of Warrant Shares with respect to
        which this Warrant is being exercised ("EXERCISED SHARES"). The number
        of Deliverable Shares shall be calculated as follows:

<TABLE>
<S>                                                       <C>
        # of Deliverable Shares = # of Exercised Shares x Fair Market Value of Common Stock less Exercise Price
                                                          -----------------------------------------------------
                                                                    Fair Market Value of Common Stock
</TABLE>

        "FAIR MARKET VALUE" shall be deemed to be the last reported sale price
        of Common Stock on the Trading Day immediately prior to the date of
        exercise, or, if not reported, the fair market value of such Common
        Stock as reasonably determined by the Company and such Holder.

(c)     Issuance of Warrant Shares and Unexercised Warrants. Subject to
        subsection (d) below, in the event that this Warrant is not exercised in
        full, the number of Warrant Shares for which this Warrant may be
        exercised shall be reduced by the number of such Warrant Shares for
        which this Warrant is exercised and/or surrendered pursuant to this
        Section 4, and the Company, at its expense, shall within five (5)
        Trading Days, issue and deliver to or upon the order of the Holder a new
        Warrant of like tenor in the name of the Holder or as the Holder (upon
        payment by the Holder of any applicable transfer taxes) may request,
        reflecting such remaining number of Warrant Shares.

        All exercises of this Warrant will be deemed to occur as of the date of
        receipt by the Company of a validly executed Notice of Exercise (or such
        later date as may be indicated on such Notice of Exercise) (such date
        being referred to herein as the "EXERCISE DATE"), and certificates for
        shares of Common Stock purchased hereunder shall be delivered to the
        Holder hereof within three (3) Trading Days after the Exercise Date. The
        Holder may withdraw its Notice of Exercise under Section 3(a) or 3(b)
        upon written notice to the Company at any time thereafter, in whole or
        in part, if the Company fails to timely deliver the applicable
        certificates to the Holder as provided in this Warrant.

        In lieu of delivering physical certificates representing the Warrant
        Shares issuable upon conversion of this Warrant, provided the Company's
        transfer agent is a participant in the Depository Trust Company ("DTC")
        Fast Automated Securities Transfer ("FAST") program, upon request of the
        holder, the Company shall use its best efforts to cause its transfer
        agent to electronically transmit the Warrant Shares issuable upon
        exercise to the holder, by crediting the account of the holder's prime
        broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC")
        system. The time periods for delivery described above shall apply to the
        electronic transmittals through the DWAC system. The Company agrees to
        use its best commercially reasonable efforts to coordinate with DTC to
        accomplish this objective.


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<PAGE>   5

(d)     Book-Entry. Notwithstanding anything to the contrary set forth herein,
        upon partial exercise of this Warrant in accordance with the terms
        hereof, the Holder shall not be required to physically surrender this
        Warrant to the Company unless such Holder is purchasing the full amount
        of Warrant Shares then represented by this Warrant. The Holder and the
        Company shall maintain records showing the number of Warrant Shares so
        purchased hereunder and the dates of such purchases or shall use such
        other method, reasonably satisfactory to the Holder and the Company, so
        as not to require physical surrender of this Warrant upon each such
        exercise.

5.      NO FRACTIONAL SHARES OR SCRIP. No fractional Warrant Shares or scrip
        representing fractional Warrant Shares shall be issued upon the exercise
        of this Warrant. Any fractional share or scrip shall be rounded up to
        the nearest whole number.

6.      CHARGES, TAXES AND EXPENSES. Issuance of certificates for shares of
        Common Stock upon the exercise of this Warrant shall be made without
        charge to the holder hereof for any issue or transfer tax or other
        incidental expense in respect of the issuance of such certificate, all
        of which taxes and expenses shall be paid by the Company, and such
        certificates shall be issued in the name of the holder of this Warrant
        or in such name or names as may be directed by the holder of this
        Warrant; provided, however, that in the event certificates for shares of
        Common Stock are to be issued in a name other than the name of the
        holder of this Warrant, this Warrant when surrendered for exercise shall
        be accompanied by the Assignment Form attached hereto duly executed by
        the holder hereof; and provided further, that the Company shall not be
        required to pay any tax or taxes or any other fees or expenses
        applicable to the holder or its transferee which may be payable in
        respect of any transfer involved in the issuance of any Warrant
        certificates or any certificates for the Warrant Shares in a name other
        than the name of the holder.

7.      CLOSING OF BOOKS. The Company will at no time close its shareholder
        books or records in any manner which interferes with the timely exercise
        of this Warrant.

8.      NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE. Subject to Sections 12 and 13
        of this Warrant and the provisions of any other written agreement
        between the Company and the Holder, prior to the exercise of this
        Warrant as provided herein, the Holder shall not be entitled to vote or
        receive dividends or be deemed the holder of Warrant Shares or any other
        securities of the Company that may at any time be issuable on the
        exercise hereof for any purpose, nor shall anything contained herein be
        construed to confer upon the Holder, as such, any of the rights of a
        stockholder of the Company or any right to vote for the election of
        directors or upon any matter submitted to stockholders at any meeting
        thereof, or to give or withhold consent to any corporate action (whether
        upon any recapitalization, issuance of stock, reclassification of stock,
        change of par value, or change of stock to no par value, consolidation,
        merger, conveyance or otherwise) or to receive notice of meetings, or to
        receive dividends or subscription rights. However, at the time of the
        exercise of this Warrant pursuant to Section 4 hereof, the Warrant
        Shares so purchased hereunder shall be deemed to be issued to such
        Holder as the record owner of such shares as of the close of business on
        the date on which this Warrant shall have been exercised.


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<PAGE>   6

9.      REMEDIES. If the Company shall fail to deliver to the Holder the Warrant
        Shares to be issued to the Holder hereunder in accordance with the terms
        of the Purchase Agreement by the third Trading Day following the
        Exercise Date, whether by physical delivery of certificates or by
        book-entry transfer through DTC for such Warrant Shares, the Company
        shall, in addition to any other remedies under this Warrant or the
        Transaction Documents or at law or in equity, pay as additional damages
        in cash to the Holder, by the seventh (7th) Trading Day following the
        Exercise Date, an amount equal to one percent (1%), and on each
        succeeding fifth (5th) Trading Day thereafter until such Warrant Shares
        are delivered, an amount equal to two percent (2%), of the value of the
        Warrant Shares not delivered to the Holder by such third (3rd) Trading
        Day following the Exercise Date, based on the Fair Market Value as of
        the Exercise Date. The Company acknowledges that this remedy is partial
        and non-exclusive.

10.     LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT; DENOMINATION. In the
        event that any holder notifies the Company that its Warrant(s) have been
        lost, stolen or destroyed, then replacement Warrant(s) identical in all
        respects to the original Warrant(s) (except for any registration number
        and any adjustments to the Exercise Price or the number of Warrant
        Shares issuable hereunder pursuant hereto, if different than that shown
        on the original Warrant(s)) shall be delivered to the holder by the
        Company within three (3) Trading Days, provided that such holder
        executes and delivers to the Company an agreement reasonably
        satisfactory to the Company to indemnify the Company from any loss
        incurred by it in connection with such Warrants. This Warrant is
        exchangeable for an equal aggregate number of Warrants of different
        denominations, as requested by the holder surrendering the same. No
        service charge will be made for such registration, replacement, transfer
        or exchange.

11.     SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for the
        taking of any action or the expiration of any right required or granted
        herein shall be a Saturday, Sunday or a legal holiday, then such action
        may be taken or such right may be exercised on the next succeeding day
        not a legal holiday.

12.     EFFECT OF CERTAIN EVENTS. If at any time while this Warrant or any
        portion hereof is outstanding and unexpired there shall be a Change in
        Control Transaction, then the Holder shall have the right thereafter to
        purchase, by exercise of this Warrant and payment of the aggregate
        Exercise Price in effect immediately prior to such Change in Control
        Transaction, the kind and amount of consideration including cash, stock,
        other securities, assets or any other property, which it would have
        owned or have been entitled to receive upon or after the happening of
        such transaction had this Warrant been exercised immediately prior
        thereto, subject to further adjustment as provided in Section 13. The
        Company shall not consummate a Change in Control Transaction unless the
        entity resulting from such transaction (if not the Company), or such
        transferee entity, as the case may be, shall expressly assume, by
        supplemental agreement reasonably satisfactory in form and substance to
        the Holder, the due and punctual performance and observance of each and
        every covenant and condition of this Warrant to be performed and
        observed by the Company.


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<PAGE>   7

13.     ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. For purposes
        of any adjustment of the Exercise Price pursuant to this Section 13, the
        "Exercise Price" shall be deemed to be the Initial Exercise Price, the
        Adjusted Price, the Floor Price and each closing bid price during the
        Pricing Period which occurs prior to the applicable event set forth
        below (in each case as such Initial Exercise Price, Floor Price and/or
        closing bid price may have been previously adjusted hereunder).

(a)     Stock Dividends, Splits, Combinations and Reclassifications. If, to the
        extent not covered by Section 12 above, the Company or any Subsidiary,
        at any time while this Warrant or any portion thereof is issued,
        outstanding and unexpired: (A) shall declare or pay a stock dividend or
        otherwise make a distribution or distributions on any equity securities
        (including securities convertible into or exchangeable or exercisable
        for such equity securities) in shares of Common Stock; (B) subdivide the
        then outstanding Common Stock into a larger number of shares; (C)
        combine the then outstanding Common Stock into a smaller number of
        shares; or (D) issue any shares of its capital stock in a
        reclassification of the Common Stock (including without limitation in
        connection with any merger or consolidation), then the Exercise Price
        then in effect hereunder shall be adjusted by multiplying the Exercise
        Price by a fraction, the numerator of which shall be the number of
        shares of Common Stock (excluding treasury shares, if any) outstanding
        before such event and the denominator of which shall be the number of
        shares of Common Stock (excluding treasury shares, if any) outstanding
        after such event. Any adjustment made pursuant to this Section 13(a)
        shall become effective immediately after the record date for the
        determination of shareholders entitled to receive such dividend or
        distribution and shall become effective immediately after the effective
        date in the case of a subdivision or combination.

(b)     Distributions. If the Company or any Subsidiary, at any time while this
        Warrant is outstanding, shall distribute to all holders of Common Stock
        evidences of its indebtedness or assets or cash or rights or warrants to
        subscribe for or purchase any security of the Company or any of its
        subsidiaries, then the Exercise Price in effect at the opening of
        business on the day following the date fixed for the determination of
        holders of Common Stock entitled to receive such distribution shall be
        adjusted by multiplying such Exercise Price by a fraction, the numerator
        of which shall be the Fair Market Price (as defined below) per share of
        the Common Stock less the then fair market value as reasonably
        determined by the Board of Directors of the portion of the evidences of
        indebtedness or assets or rights or warrants so distributed (and for
        which an adjustment to the Exercise Price has not previously been made
        pursuant to the terms of this Section 13) applicable to one share of
        Common Stock, and the denominator of which shall be such Fair Market
        Price per share of the Common Stock, such adjustment to become effective
        immediately after the opening of business on the day following the date
        fixed for the determination of holders of Common Stock entitled to
        receive such distribution. "FAIR MARKET PRICE" shall mean the closing
        market price per share of Common Stock on the Principal Market on the
        Trading Day next preceding such fixed determination date or such other
        date on which the Fair Market Price is being determined. The Company
        shall deliver to each holder of Warrants a notice setting forth the
        Exercise Price after such adjustment and setting forth a brief statement
        of the facts requiring such adjustment and the computation thereof. In
        the event that the Exercise Price shall change by more than


                                       7
<PAGE>   8

        5%, the holders of Warrants shall have the right to have the fair market
        value determined by an independent nationally reputable investment
        banker mutually selected by the Company and the Holder, at the Company's
        expense.

(c)     Security Issuances/Reductions. In the event that the Company or any of
        its subsidiaries (X) issues or sells any Common Stock or Convertible
        Securities or (Y) directly or indirectly effectively reduces the
        conversion, exercise or exchange price for any Convertible Securities
        which are currently outstanding, in any case under clause (X) or (Y) at
        or to an effective purchase price per share which is less than the
        greater of (1) the average closing sale price per share of Common Stock
        on the Principal Market over the five (5) Trading Days immediately
        preceding such issue, sale or reduction, or, in the case of issuances to
        holders of its Common Stock, the date fixed for the determination of
        stockholders entitled to receive such Common Stock or Convertible
        Securities ("AVERAGE MARKET PRICE"), or (2) the Exercise Price, then in
        each such case, the Exercise Price in effect immediately prior to such
        issue, sale or reduction, or record date, as applicable, shall be
        reduced effective concurrently with such issue, sale or reduction, or
        record date, to an amount determined by multiplying the Exercise Price
        then in effect by a fraction, (x) the numerator of which shall be the
        sum of (1) the number of shares of Common Stock outstanding immediately
        prior to such issue, sale or reduction, or record date, plus (2) the
        number of shares of Common Stock which the aggregate consideration
        received by the Company for such additional shares would purchase at
        such Exercise Price or Average Market Price, as the case may be, and (y)
        the denominator of which shall be the number of shares of Common Stock
        of the Company deemed outstanding immediately after such issue, sale or
        reduction, or record date (with securities to be issued to holders of
        Common Stock deemed to be outstanding as of the record date).

                      The foregoing provisions of this subsection (c) shall not
        apply to sales or issuances of shares of Common Stock or rights to
        purchase or acquire Common Stock from the Company (1) pursuant to the
        Company's employee, officer or director bona fide stock option or stock
        incentive plans and programs duly adopted by the Company's Board of
        Directors, (2) to consultants as reasonable compensation for services
        rendered, (3) up to 657,150 shares of Common Stock at a minimum purchase
        price of $7 per share pursuant to the existing agreement between the
        Company and VennWorks LLC entered into in January 2001 (such 657,150
        shares and $7 figure subject to appropriate and equitable adjustment for
        stock splits, stock dividends and similar standard anti-dilution
        events), (4) upon exercise of warrants to purchase up to 56,070 shares
        of Common Stock issued to a wholly-owned subsidiary of Safeguard
        Scientifics, Inc. and VennWorks LLC in September 2000 at an exercise
        price of $12.48 per share (subject to appropriate and equitable
        adjustment for stock splits, stock dividends and similar standard
        anti-dilution events) or (5) pursuant to an underwritten public offering
        by the Company (excluding "equity line" transactions or issuances under
        a "shelf" registration statement) resulting in net proceeds to the
        Company in excess of $20 million.

                      For purposes of the preceding paragraph, in the event that
        the effective purchase price is less than both the Average Market Price
        and the Exercise Price, then the calculation method which yields the
        greatest downward adjustment in the Exercise Price shall be used.


                                       8
<PAGE>   9

                      For the purposes of the foregoing adjustments, in the case
        of the issuance of any Convertible Securities, the maximum number of
        shares of Common Stock issuable upon exercise, exchange or conversion of
        such Convertible Securities shall be deemed to be outstanding, provided
        that no further adjustment shall be made upon the actual issuance of
        Common Stock upon exercise, exchange or conversion of such Convertible
        Securities.

(d)     Inverse Proportional Adjustments to Exercise Price and Warrant Shares.
        In the event of any adjustment in the number of Warrant Shares issuable
        hereunder upon exercise, the Exercise Price shall be inversely
        proportionately increased or decreased, as the case may be, such that
        aggregate purchase price for Warrant Shares upon full exercise of this
        Warrant shall remain the same. Similarly, in the event of any adjustment
        in the Exercise Price hereunder, excluding only the adjustment to the
        Adjusted Price on the one-year anniversary of the Commencement Date, the
        number of Warrant Shares issuable hereunder upon exercise shall be
        inversely proportionately increased or decreased as the case may be,
        such that aggregate purchase price for Warrant Shares upon full exercise
        of this Warrant shall remain the same.

14.     NOTICES.  If:

                      (i)    the Company shall declare a dividend (or any other
                             distribution) on its Common Stock; or

                      (ii)   the Company shall declare a special nonrecurring
                             cash dividend on or a redemption of its Common
                             Stock; or

                      (iii)  the Company shall authorize the granting to all
                             holders of the Common Stock rights or warrants to
                             subscribe for or purchase any shares of capital
                             stock of any class or of any rights; or

                      (iv)   the approval of any stockholders of the Company
                             shall be required in connection with any
                             reclassification of the Common Stock of the
                             Company, any consolidation or merger to which the
                             Company is a party, any sale or transfer of all or
                             substantially all of the assets of the Company, or
                             any compulsory share exchange whereby the Common
                             Stock is converted into other securities, cash or
                             property; or

                      (v)    the Company shall authorize the voluntary
                             dissolution, liquidation or winding up of the
                             affairs of the Company;

        then the Company shall cause to be facsimiled and mailed to each Holder
        at their last addresses as they shall appear upon the Warrant register
        of the Company, at least 20 business days prior to the applicable record
        or effective date hereinafter specified, a notice stating (x) the date
        on which a record is to be taken for the purpose of such dividend,
        distribution, redemption, rights or warrants, or if a record is not to
        be taken, the date fixed to determine which holders of Common Stock of
        record will be entitled to such dividend, distributions, redemption,
        rights or warrants and/or (y) the date on which such


                                       9
<PAGE>   10

        reclassification, consolidation, merger, sale, transfer or share
        exchange is expected to become effective or close, and the date as of
        which it is expected that holders of Common Stock of record shall be
        entitled to exchange their shares of Common Stock for securities, cash
        or other property deliverable upon such reclassification, consolidation,
        merger, sale, transfer, share exchange, dissolution, liquidation or
        winding up.

15.     VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may at its option, at
        any time during the term of this Warrant, reduce but not increase the
        then current Exercise Price to any amount and for any period of time
        deemed appropriate by the Board of Directors of the Company.

16.     NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or number or
        kind of securities or other property purchasable upon the exercise of
        this Warrant or the Exercise Price is adjusted (including without
        limitation the adjustment to the Adjusted Price), the Company shall
        promptly facsimile and mail by registered or certified mail, return
        receipt requested, to the registered holder of this Warrant a notice
        setting forth the number of Warrant Shares (and other securities or
        property) purchasable upon the exercise of this Warrant and the Exercise
        Price of such Warrant Shares after giving effect to such adjustment,
        setting forth a brief statement of the facts requiring such adjustment
        and setting forth the computation by which such adjustment was made.

17.     AUTHORIZED SHARES. The Company covenants that during the period this
        Warrant is outstanding and exercisable, it will reserve from its
        authorized and unissued Common Stock a sufficient number of shares to
        provide for the issuance of the Warrant Shares upon the exercise of any
        and all purchase rights under this Warrant (without regard to the
        limitations contained in Section 18 below). The Company further
        covenants 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
        the Warrant Shares upon the exercise of the purchase rights under this
        Warrant. The Company will take all such reasonable action as is
        necessary and within its control to assure that such Warrant Shares may
        be issued as provided herein without violation of any applicable law or
        regulation, or of any requirements of the Principal Market or any other
        domestic securities exchange or market upon which the Common Stock may
        be listed.

18.     EXERCISE LIMITATION.

(a)     Notwithstanding anything to the contrary contained herein, the number of
        shares of Common Stock that may be acquired by the Holder upon exercise
        pursuant to the terms hereof shall not exceed a number that, when added
        to the total number of shares of Common Stock deemed beneficially owned
        by such Holder (other than by virtue of the ownership of securities or
        rights to acquire securities (including the Warrant Shares) that have
        limitations on the Holder's right to convert, exercise or purchase
        similar to the limitation set forth herein), together with all shares of
        Common Stock deemed beneficially owned (other than by virtue of the
        ownership of securities or rights to acquire securities that have
        limitations on the right to convert, exercise or purchase similar to the
        limitation set forth herein) by the Holder's "affiliates" (as defined in
        Rule 144 of the


                                       10
<PAGE>   11

        Securities Act) ("AGGREGATION PARTIES") that would be aggregated for
        purposes of determining whether a group under Section 13(d) of the
        Exchange Act exists, would exceed 9.9% of the total issued and
        outstanding shares of the Common Stock (the "RESTRICTED OWNERSHIP
        PERCENTAGE"). Each Holder shall have the right (x) at any time and from
        time to time to reduce its Restricted Ownership Percentage immediately
        upon notice to the Company and (y) (subject to waiver) at any time and
        from time to time, to increase its Restricted Ownership Percentage
        immediately in the event of the announcement as pending or planned, of a
        Change in Control Transaction.

(b)     The Holder covenants at all times on each day (each such day being
        referred to as a "COVENANT DAY") as follows: During the balance of such
        Covenant Day and the succeeding sixty-one (61) days (the balance of such
        Covenant Day and the succeeding 61 days being referred to as the
        "COVENANT PERIOD") such Holder will not acquire shares of Common Stock
        pursuant to any right (including, without limitation, exercise of this
        Warrant) existing at the commencement of the Covenant Period to the
        extent the number of shares so acquired by such Holder and its
        Aggregation Parties (ignoring all dispositions) would exceed:

                      (i)    the Restricted Ownership Percentage of the total
                             number of shares of Common Stock outstanding at the
                             commencement of the Covenant Period, minus

                      (ii)   the number of shares of Common Stock actually owned
                             by such Holder and its Aggregation Parties at the
                             commencement of the Covenant Period.

                      A new and independent covenant will be deemed to be given
        by the Holder as of each moment of each Covenant Day. No covenant will
        terminate, diminish or modify any other covenant. The Holder agrees to
        comply with each such covenant. This Section 18 controls in the case of
        any conflict with any other provision of the Purchase Agreement or any
        agreement entered into in connection therewith.

                      The Company's obligation to issue Common Stock which would
        exceed such limits referred to in this Section 18 shall be suspended to
        the extent necessary until such time, if any, as shares of Common Stock
        may be issued in compliance with such restrictions, provided that the
        Expiration Date shall not be extended therefor.

(c)     Notwithstanding anything contained herein, in no event shall the Company
        be obligated to issue shares of Common Stock hereunder to the extent
        that the total number of shares issued or deemed issued to the Holder
        under the Purchase Agreement would exceed 19.9% of the Company's issued
        and outstanding shares of Common Stock on the date of issuance hereof,
        unless otherwise approved in advance by the Company's shareholders.
        Instead, the Company shall redeem this Warrant to the extent necessary
        for such consideration as is required to place the Holder in the same
        economic position they would have been if not for such limitation or as
        otherwise provided under the Purchase Agreement.


                                       11
<PAGE>   12

19.     MISCELLANEOUS.

(a)     Issue Date; Choice of Law; Venue; Jurisdiction; No Jury Trial. THE
        PROVISIONS OF THIS WARRANT SHALL BE CONSTRUED AND SHALL BE GIVEN EFFECT
        IN ALL RESPECTS AS IF IT HAD BEEN ISSUED AND DELIVERED BY THE COMPANY ON
        THE DATE HEREOF. THIS WARRANT SHALL BE BINDING UPON ANY SUCCESSORS OR
        PERMITTED ASSIGNS OF THE COMPANY. THIS WARRANT WILL BE CONSTRUED AND
        ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
        YORK, EXCEPT FOR MATTERS ARISING UNDER THE SECURITIES ACT, WITHOUT
        REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES
        CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
        SITTING IN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK IN CONNECTION
        WITH ANY DISPUTE ARISING UNDER THIS WARRANT AND HEREBY WAIVES, TO THE
        MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION
        BASED ON FORUM NON CONVENIENS, TO THE BRINGING OF ANY SUCH PROCEEDING IN
        SUCH JURISDICTION. EACH PARTY HEREBY AGREES THAT IF THE OTHER PARTY TO
        THIS WARRANT OBTAINS A JUDGMENT AGAINST IT IN SUCH A PROCEEDING, THE
        PARTY WHICH OBTAINED SUCH JUDGMENT MAY ENFORCE SAME BY SUMMARY JUDGMENT
        IN THE COURTS OF ANY COUNTRY HAVING JURISDICTION OVER THE PARTY AGAINST
        WHOM SUCH JUDGMENT WAS OBTAINED, AND EACH PARTY HEREBY WAIVES ANY
        DEFENSES AVAILABLE TO IT UNDER LOCAL LAW AND AGREES TO THE ENFORCEMENT
        OF SUCH A JUDGMENT. EACH PARTY TO THIS WARRANT IRREVOCABLY CONSENTS TO
        THE SERVICE OF PROCESS IN ANY SUCH PROCEEDING BY THE MAILING OF COPIES
        THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY
        AT ITS ADDRESS IN ACCORDANCE WITH SECTION 19(c). NOTHING HEREIN SHALL
        AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER
        PERMITTED BY LAW. EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

(b)     Modification and Waiver. This Warrant and any provisions hereof may be
        changed, waived, discharged or terminated only with the written approval
        of the holder hereof. Any amendment effected in accordance with this
        paragraph shall be binding upon the Holder, each future holder of this
        Warrant and the Company. No waivers of, or exceptions to, any term,
        condition or provision of this Warrant, in any one or more instances,
        shall be deemed to be, or construed as, a further or continuing waiver
        of any such term, condition or provision at any other time.

(c)     Notices. Any notice, request or other document required or permitted to
        be given or delivered to the Holder or future holders hereof or the
        Company shall be personally delivered or facsimiled or shall be sent by
        reputable overnight courier or certified or registered mail, postage
        prepaid, to the Holder or each such holder at its address as shown on
        the books of the Company or to the Company at the address set forth in
        the Purchase Agreement. All notices under this Warrant shall be deemed
        to have been given (i) in the


                                       12
<PAGE>   13

        case of personal or facsimile delivery, on the date of such delivery,
        (ii) in the case of mailing, when received and (iii) in the case of
        overnight courier, upon receipt. A party may from time to time change
        the address to which notices to it are to be delivered or mailed
        hereunder by notice delivered in accordance with the provisions of this
        Section 19(c).

(d)     Severability. Whenever possible, each provision of this Warrant shall be
        interpreted in such manner as to be effective and valid under applicable
        law, but if any provision of this Warrant is held to be invalid, illegal
        or unenforceable in any respect under any applicable law or rule in any
        jurisdiction, such invalidity, illegality or unenforceability shall not
        affect the validity, legality or enforceability of any other provision
        of this Warrant in such jurisdiction or affect the validity, legality or
        enforceability of any provision in any other jurisdiction, but this
        Warrant shall be reformed, construed and enforced in such jurisdiction
        as if such invalid, illegal or unenforceable provision had never been
        contained herein.

(e)     No Impairment. The Company shall not, by amendment of its Certificate of
        Incorporation or through any reorganization, transfer of assets,
        consolidation, merger, dissolution, issuance or sale of securities or
        any other voluntary action, avoid or seek to avoid the observance or
        performance of any of the terms of this Warrant, but shall at all times
        in good faith assist in the carrying out of all such terms and in the
        taking of all such action as may be necessary or appropriate in order to
        protect the rights of the Warrant holder granted hereunder against
        impairment. Without limiting the generality of the foregoing, the
        Company (a) shall not increase the par value of any Warrant Shares above
        the amount payable therefor on such exercise, and (b) shall take all
        such action as may be reasonably necessary or appropriate in order that
        the Company may validly and legally issue fully paid and nonassessable
        Warrant Shares on the exercise of this Warrant.

(f)     Specific Performance. The Company acknowledges and agrees that
        irreparable damage would occur in the event that the Company fails to
        perform any of the provisions of this Warrant in accordance with its
        specific terms. It is accordingly agreed that the Holder shall be
        entitled to seek an injunction or injunctions to prevent or cure
        breaches of the provisions of this Warrant and to enforce specifically
        the terms and provisions hereof, this being in addition to any other
        remedy to which the Holder may be entitled at law or in equity.


                            [Signature Page Follows]



                                       13
<PAGE>   14

                      IN WITNESS WHEREOF, the Company has caused this Warrant to
        be duly executed by its officers thereunto duly authorized.

        Dated: July 10, 2001

                                     CHROMAVISION MEDICAL SYSTEMS, INC.


                                     By: ______________________________
                                     Name: Kevin C. O'Boyle
                                     Title: Executive Vice President, Operations
                                            and Chief Financial Officer


        ATTEST:


        Sign:  ______________________________
        Print Name:




                                       14
<PAGE>   15

                               NOTICE OF EXERCISE

             (To be executed by the Holder to exercise the right to
          purchase shares of Common Stock under the foregoing Warrant)

To:  CHROMAVISION MEDICAL SYSTEMS, INC.
Re:  COMMON  STOCK  PURCHASE  WARRANT  issued to _________________ on July ___,
     2001 to purchase shares of Common Stock (the "Warrant")

(1)  CHECK ONE:

_______ (a) The undersigned hereby elects to purchase ________ shares of Common
        Stock of CHROMAVISION MEDICAL SYSTEMS, INC. pursuant to Section 4(a) of
        the Warrant, and will tender payment of the purchase price in full,
        together with all applicable transfer taxes payable pursuant to the
        Warrant, if any.

                                       OR

_______ (b) The undersigned hereby exercises the Warrant with respect ________
        shares of Common Stock of CHROMAVISION MEDICAL SYSTEMS, INC. on a
        cashless, "net basis" pursuant to Section 4(b) of the Warrant, and
        hereby instructs the Company to deliver _______ shares of Common Stock
        to the holder of the Warrant based on a Fair Market Value of $____.

(2)  Please issue a certificate or certificates representing said shares of
     Common Stock in the name of the undersigned or in such other name as is
     specified below:

                      ________________________________
                      Name
                      ________________________________
                      Address
                      ________________________________

(3)  Please issue a new Warrant for the unexercised portion of the attached
     Warrant in the name of the undersigned or in such other name as is
     specified below:

                      ________________________________
                      Name
                      ________________________________
                      Address
                      ________________________________

(4)  The undersigned represents as of the date hereof that, after giving effect
     to the exercise of this Warrant pursuant to this Notice of Exercise, the
     undersigned will remain in compliance with Section 18(b) of the Warrant and
     not exceed the "Restricted Ownership Percentage" contained in Section 18(a)
     of the Warrant.


Dated: _______________                  Print Name of Holder:
                                        ________________________________________
                                        (Sign) By:______________________________
                                        Print Name:
                                        Print Title:


<PAGE>   16


                                 ASSIGNMENT FORM

                    (To assign the foregoing Warrant, execute
                 this form and supply the required information.
                 Do not use this form to exercise the Warrant.)


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the within Warrant to
purchase ____________ shares of Common Stock of CHROMAVISION MEDICAL SYSTEMS,
INC. to which the within Warrant relates and appoints ________________ attorney
to transfer said right on the books of CHROMAVISION MEDICAL SYSTEMS, INC. with
full power of substitution in the premises.


Dated:

___________________


                              __________________________________________________
                              (Signature must conform in all respects to name
                              of holder as specified on the face of the Warrant)


                              __________________________________________________
                              Address of Transferee

                              __________________________________________________

                              __________________________________________________


In the presence of:


__________________________