<PAGE>

EXIBIT 10.4

     THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON ITS EXERCISE (THE "WARRANT
SHARES") HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND ARE "RESTRICTED  SECURITIES" AS DEFINED IN RULE 144 PROMULGATED
UNDER  THE  ACT.  THE  WARRANT  SHARES  MAY NOT BE SOLD OR  OFFERED  FOR SALE OR
OTHERWISE  DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE  REGISTRATION
STATEMENT FOR THE SHARES UNDER THE ACT, (II) IN COMPLIANCE  WITH THE LIMITATIONS
OF RULE 144  UNDER  THE  ACT,  OR  (III)  PURSUANT  TO AN  OPINION  OF  COUNSEL,
SATISFACTORY  TO THE  COMPANY,  THAT  SUCH  REGISTRATION  OR  COMPLIANCE  IS NOT
REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION.

     THIS  WARRANT AND THE SHARES OF COMMON  STOCK  ISSUED UPON ITS EXERCISE ARE
ALSO  SUBJECT TO THE  RESTRICTIONS  ON  TRANSFER  SET FORTH IN SECTION 4 OF THIS
WARRANT.


Warrant No. SXCR 1                        Number of Shares: 200,000

Date of Issuance: October 20, 2000


     SURGICARE, INC.

     Common Stock Purchase Warrant


     SurgiCare,   Inc.,  a  Delaware  corporation  (the  "Company"),  for  value
received,  hereby  certifies  that  DVI  Financial  Services  Inc.,  a  Delaware
corporation, or its permitted transferees ("DVI" or the "Registered Holder"), is
entitled, subject to the terms set forth below, to purchase from the Company, at
any time or from time to time on or after  October 17, 2000 and on or before the
date which 12 months following the satisfaction of the Company's  obligations to
DVI under that  Promissory  Note  dated as of  October  17,  2000,  in  original
principal  amount  of  $3,750,000  (the  "Note"),  at not later  than  5:00 p.m.
(Eastern  time),  200,000 shares of Common Stock,  par value $.005 per share, of
the Company,  at a purchase  price of $ 3.00 per share.  The shares  purchasable
upon  exercise  of this  Warrant,  and the  purchase  price per  share,  each as
adjusted  from time to time  pursuant to the  provisions  of this  Warrant, are
hereinafter  referred  to as the  "Warrant  Shares"  and the  "Purchase  Price,"
respectively.

         1.       Exercise.

     (a) This Warrant may be exercised by the Registered  Holder, in whole or in
part, by  surrendering  this Warrant,  with the purchase form appended hereto as
Exhibit I duly executed by the Registered  Holder or by the Registered  Holder's
duly authorized  attorney,  at the principal  office of the Company,  or at such
other office or agency as the Company may designate,  accompanied by payment (by
wire  transfer) in full, in lawful money of the United  States,  of the Purchase
Price  payable in respect of the number of Warrant  Shares  purchased  upon such
exercise.

     (b) Each  exercise of this  Warrant  shall be deemed to have been  effected
immediately  prior to the close of business on the day (the "Exercise  Date") on
which this  Warrant  shall have been  surrendered  to the Company as provided in
Section 1(a) above. At such time, the Registered  Holder shall be deemed to have
become the holder of record of the Warrant Shares.

     (c) As soon as practicable after the exercise of this Warrant in full or in
part, and in any event within 15 days thereafter,  the Company,  at its expense,
will cause to be issued in the name of, and delivered to, the Registered  Holder
(upon payment by the Registered Holder of any applicable transfer taxes):

     (i) a certificate or certificates  for the whole number of duly authorized,
validly  issued,  fully  paid and  non-assessable  Warrant  Shares  to which the
Registered  Holder shall be entitled  upon such  exercise  plus,  in lieu of any
fractional  share to which the  Registered  Holder would  otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and

     (ii) in case such  exercise  is in part only,  a new  warrant  or  warrants
(dated the date hereof) of like tenor,  calling in the  aggregate on the face or
faces thereof for the number of Warrant Shares equal  (without  giving effect to
any  adjustment  therein) to the number of such shares called for on the face of
this Warrant minus the number of such shares purchased by the Registered  Holder
upon such exercise.

         2.       Adjustments.

     (a) General. The Purchase Price shall be subject to adjustment from time to
time  pursuant to the terms of this  Section 2.  All  references to the Purchase
Price herein shall,  where the context  requires,  be deemed to include any such
previous adjustments in accordance with the provisions hereof.

     (b) Diluting Issuances.

     (i) Definitions.  For purposes of this Section 2, the following definitions
shall apply:

     (A)  "Option"  shall mean  rights,  options or warrants to  subscribe  for,
purchase, or otherwise acquire Common Stock or Convertible Securities, excluding
options described in Section 2(b)(D)(i) below.

     (B)  "Original  Issue Date"  shall mean the date on which this  Warrant was
first issued.

     (C)  "Convertible  Securities"  shall mean any  evidences of  indebtedness,
shares  or  other  securities   directly  or  indirectly   convertible  into  or
exchangeable for Common Stock, but excluding Options.

     (D)  "Additional  Shares of Common  Stock"  shall mean all shares of Common
Stock issued (or, pursuant to  Section 2(b)(ii)  below,  deemed to be issued) by
the Company after the Original Issue Date for which the aggregate  Consideration
(as  defined in  Section 2 (b)(iv)  below)  received  or to be  received  by the
Company per share is less than the  Purchase  Price in effect on the date of and
immediately  prior to such issue,  other than shares of Common  Stock  issued or
issuable:

     (I) upon conversion or exchange of any  Convertible  Securities or exercise
of any Options outstanding on the Original Issue Date;

     (II) by reason of a dividend,  stock split,  split-up or other distribution
on shares of Common Stock that are covered by Sections 2(c) or 2(d) below; or

     (III) pursuant to that Acquisition  Agreement dated as of October 20, 2000,
between and among the Company,  Town & Country  SurgiCare,  Inc., Health - First
Memorial Village Surgery Center, Ltd. and the other parties named therein.

     (ii) Issue of Securities Deemed Issue of Additional Shares of Common Stock.
If the  Company at any time or from time to time after the  Original  Issue Date
shall issue (whether by sale or grant) any Options or Convertible  Securities or
shall  fix a record  date  for the  determination  of  holders  of any  class of
securities entitled to receive any such Options or Convertible Securities,  then
the  maximum  number of shares of Common  Stock (as set forth in the  instrument
relating  thereto  without  regard  to any  provision  contained  therein  for a
subsequent adjustment of such number) issuable upon the exercise of such Options
or, in the case of Convertible  Securities and Options therefor,  the conversion
or exchange of such  Convertible  Securities,  shall be deemed to be  Additional
Shares of Common  Stock  issued as of the time of such  issue or, in case such a
record  date shall have been  fixed,  as of the close of business on such record
date,  provided  that  Additional  Shares of Common Stock shall not be deemed to
have been issued  unless the  consideration  per share  (determined  pursuant to
Section  2(b)(iv)  hereof)  of the  shares of  Common  Stock  issuable  upon the
exercise of such Options or, in the case of  Convertible  Securities and Options
therefor,  the conversion or exchange of such Convertible  Securities,  would be
less than the Purchase Price in effect on the date of and  immediately  prior to
such issue,  or such record date, as the case may be, and provided  further that
in any such case in which  Additional  Shares of Common  Stock are  deemed to be
issued:

     (A) No further  adjustment  in the  Purchase  Price  shall be made upon the
subsequent  issue of  Convertible  Securities or shares of Common Stock upon the
exercise  of  such  Options  or  conversion  or  exchange  of  such  Convertible
Securities;

     (B) If such Options or Convertible  Securities by their terms provide, with
the  passage  of  time  or  otherwise,  for  any  increase  or  decrease  in the
consideration  payable to the Company,  then upon the  exercise,  conversion  or
exchange thereof, the Purchase Price computed upon the original issuance thereof
(or  upon the  occurrence  of a  record  date  with  respect  thereto),  and any
subsequent adjustments based thereon,  shall, upon any such increase or decrease
becoming  effective,  be recomputed to reflect such increase or decrease insofar
as it affects such Options or the rights of  conversion  or exchange  under such
Convertible Securities;

     (C) Upon the expiration or termination of any such unexercised  Option, the
Purchase  Price shall not be  readjusted,  but the  Additional  Shares of Common
Stock deemed issued as the result of the original issue of such Option shall not
be deemed issued for the purposes of any  subsequent  adjustment of the Purchase
Price;

     (D) In the  event of any  change in the  number  of shares of Common  Stock
issuable  upon the  exercise,  conversion  or  exchange  of any such  Option  or
Convertible Security, including, but not limited to, a change resulting from the
anti-dilution  provisions  thereof,  the  Purchase  Price  then in effect  shall
forthwith be readjusted  to such Purchase  Price as would have been obtained had
the adjustment been made upon the basis of such change; and

     (E) No  readjustment  pursuant  to  clause (B)  or (D) above shall have the
effect of increasing  the Purchase Price to an amount which exceeds the lower of
(i) the  Purchase Price on the original  adjustment  date, or (ii) the  Purchase
Price that would have resulted from any issuances of Additional Shares of Common
Stock between the original adjustment date and such readjustment date.

     (iii)  Adjustment of Purchase  Price Upon Issuance of Additional  Shares of
Common  Stock.  In the event the  Company  shall at any time after the  Original
Issue Date issue Additional Shares of Common Stock (including  Additional Shares
of Common Stock deemed to be issued pursuant to Section 2(b)(ii),  but excluding
shares issued as a dividend or distribution or upon a stock split or combination
as provided in Section 2(c)),  without  consideration or for a consideration per
share  less than the  Purchase  Price in  effect on the date of and  immediately
prior to such  issue,  then  and in such  event,  the  Purchase  Price  shall be
reduced,  concurrently  with such issue,  to a price  (calculated to the nearest
cent)  determined  by  multiplying  such Purchase  Price by a fraction,  (A) the
numerator of which shall be (1) the number of shares of Common Stock outstanding
immediately  prior to such issue  plus (2) the number of shares of Common  Stock
which would be purchased,  at the Purchase Price in effect  immediately prior to
such issue,  for the aggregate  consideration  received or to be received by the
Company for the total number of Additional Shares of Common Stock so issued; and
(B) the  denominator  of which  shall be the  number of  shares of Common  Stock
outstanding  immediately  prior to such issue plus the number of such Additional
Shares of Common  Stock so issued;  provided  that,  (i) for the purpose of this
Section 2(b)(iii), all shares of Common Stock issuable upon exercise, conversion
or exchange of Options or Convertible Securities  outstanding  immediately prior
to such issue shall be deemed to be  outstanding,  and (ii) the number of shares
of Common Stock deemed  issuable upon  exercise,  conversion or exchange of such
outstanding  Options and  Convertible  Securities  shall be  determined  without
regard to any  adjustments  to the exercise or conversion  price or rate of such
Options or  Convertible  Securities  resulting  from the issuance of  Additional
Shares  of  Common  Stock  that  is the  subject  of this  calculation.  For the
avoidance  of doubt,  any shares of Common Stock held by the Company as treasury
shares shall not be deemed to be outstanding.

     Notwithstanding  the foregoing,  the applicable Purchase Price shall not be
so reduced at such time if the amount of such reduction  would be an amount less
than $.05,  but any such  amount  shall be carried  forward and  reduction  with
respect  thereto made at the time of and together with any subsequent  reduction
which,  together  with such  amount  and any other  amount or amounts so carried
forward, shall aggregate $.05 or more.

     (iv) Determination of Consideration. For purposes of this Section 2(b), the
consideration  received by the Company for the issue of any Additional Shares of
Common Stock shall be computed as follows:

     (A) Cash and Property: Such consideration shall:

     (I) insofar as it consists of cash,  be computed at the  aggregate  of cash
received by the Company,  excluding amounts paid or payable for accrued interest
or accrued  dividends;  (II) insofar as it consists of property other than cash,
be computed at the fair market value thereof, as determined in good faith by the
Board of Directors; and

     (III) in the event  Additional  Shares of Common Stock are issued  together
with other shares or securities or other assets of the Company for consideration
which covers both, be the proportion of such consideration so received, computed
as provided in  clauses (I)  and (II) above,  as determined in good faith by the
Board of Directors.

     (B)  Options  and  Convertible  Securities.  The  consideration  per  share
received by the Company for  Additional  Shares of Common  Stock  deemed to have
been issued  pursuant to  Section 2(b)(ii),  relating to Options and Convertible
Securities, shall be determined by dividing

     (x) the total  amount,  if any,  received or  receivable  by the Company as
consideration for the issue of such Options or Convertible Securities,  plus the
minimum  aggregate  amount  of  additional  consideration  (as set  forth in the
instruments relating thereto,  without regard to any provision contained therein
for a subsequent  adjustment of such consideration)  payable to the Company upon
the exercise of such Options or the  conversion or exchange of such  Convertible
Securities,  or in the case of Options for Convertible Securities,  the exercise
of such Options for  Convertible  Securities  and the  conversion or exchange of
such Convertible Securities, by

     (y) the  maximum  number of  shares  of  Common  Stock (as set forth in the
instruments relating thereto,  without regard to any provision contained therein
for a subsequent  adjustment of such number)  issuable upon the exercise of such
Options or the conversion or exchange of such Convertible Securities.

     (v) Multiple  Closing  Dates.  In the event the Company shall issue on more
than one date Additional Shares of Common Stock which are comprised of shares of
the same  series or class of  Preferred  Stock,  and such  issuance  dates occur
within a period of no more  than  120 days,  then the  Purchase  Price  shall be
adjusted only once on account of such  issuances,  with such adjustment to occur
upon the final such issuance and to give effect to all such issuances as if they
occurred on the date of the final such issuance.

     (vi) Limitation.  Notwithstanding anything in this Warrant to the contrary,
in no event shall the Purchase  Price be adjusted  pursuant to this Section 2(b)
to below $0.01 per share.

     (c) Recapitalizations.  If outstanding shares of the Company's Common Stock
shall be  subdivided  into a greater  number of shares or a  dividend  in Common
Stock shall be paid in respect of Common  Stock,  the  Purchase  Price in effect
immediately  prior to such  subdivision  or at the record date of such  dividend
shall  simultaneously  with the effectiveness of such subdivision or immediately
after  the  record  date  of  such  dividend  be  proportionately   reduced.  If
outstanding  shares of Common Stock shall be combined  into a smaller  number of
shares,  the  Purchase  Price in effect  immediately  prior to such  combination
shall,   simultaneously   with  the  effectiveness  of  such   combination,   be
proportionately increased.

     (d)  Mergers,  etc.  If there shall  occur any  capital  reorganization  or
reclassification of the Company's Common Stock (other than a change in par value
or a subdivision or  combination as provided for in Section 2(c) above),  or any
consolidation  or merger of the Company with or into another  corporation,  or a
transfer of all or substantially all of the assets of the Company, then, as part
of any such reorganization, reclassification,  consolidation, merger or sale, as
the case may be, lawful  provision  shall be made so that the Registered  Holder
shall have the right thereafter to receive upon the exercise hereof the kind and
amount of shares of stock or other  securities or property which such Registered
Holder  would have been  entitled to receive if,  immediately  prior to any such
reorganization, reclassification, consolidation, merger or sale, as the case may
be, such  Registered  Holder had held the number of shares of Common Stock which
were then  purchasable  upon the  exercise  of this  Warrant.  In any such case,
appropriate  adjustment (as reasonably  determined in good faith by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth  herein  with  respect  to the  rights  and  interests  thereafter  of the
Registered  Holder,  such  that  the  provisions  set  forth in this  Section  2
(including  provisions  with respect to adjustment of the Purchase  Price) shall
thereafter be applicable, as nearly as is reasonably practicable, in relation to
any shares of stock or other securities or property thereafter  deliverable upon
the exercise of this Warrant.

     (e) Adjustment in Number of Warrant Shares. When any adjustment is required
to be made in the Purchase Price pursuant to Section 2(c), the number of Warrant
Shares  purchasable  upon the exercise of this  Warrant  shall be changed to the
number  determined  by  dividing  (i) an  amount  equal to the  number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment,
by (ii) the Purchase Price in effect immediately after such adjustment.

     (f)  Certificate of Adjustment.  When any adjustment is required to be made
pursuant to this  Section 2,  the Company shall  promptly mail to the Registered
Holder a certificate  setting forth the Purchase Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.

     3. Fractional  Shares.  The Company shall not be required upon the exercise
of this Warrant to issue any  fractional  shares,  but shall make an  adjustment
therefor  in cash on the  basis of the fair  market  value  per  share of Common
Stock, as determined in good faith by the Board of Directors of the Company.

     4.  Transfer or Exchange  of Warrant.  This  Warrant may not be assigned or
transferred,  in  whole  or in  part,  except:  (a) to any  direct  or  indirect
wholly-owned  subsidiary of the Registered  Holder or to any entity which merges
or  consolidates  with  or  acquires  all or  substantially  all  of the  equity
securities  or assets  of the  Registered  Holder,  or (b) as  provided  in this
Section 4 and in accordance with and subject to the provisions of the Securities
Act of 1933, as amended,  and the Rules and Regulations  promulgated  thereunder
(collectively,  the "Securities Act"). Any purported transfer or assignment made
other than in  accordance  with this  Section 4 shall be null and void and of no
force or effect.

     With respect to any transfer under Section 4(b):

     (i)  Prior to any  transfer  of this  Warrant,  other  than in an  offering
registered  under the  Securities  Act, the  Registered  Holder shall notify the
Company of its intention to effect such transfer,  indicating the  circumstances
of the proposed transfer and, upon request,  furnish the Company with an opinion
of its counsel,  in form and substance  satisfactory to counsel for the Company,
to the effect that the proposed transfer may be made without  registration under
the Securities Act or qualification  under any applicable state securities laws.
The Company will promptly notify the Registered Holder if the opinion of counsel
furnished to the Company is satisfactory to counsel for the Company.  Unless the
Company notifies the Registered Holder within ten (10) days after its receipt of
such opinion that such opinion is not  satisfactory  to counsel for the Company,
the Registered Holder may proceed to effect the transfer.

     (ii) Unless a registration  statement under the Securities Act is effective
with respect to the Shares or any other  security  issued upon  exercise of this
Warrant, the certificate representing such Shares or other securities shall bear
the following  legend,  in addition to any legend  imposed by  applicable  state
securities laws:

     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"). NO SALE OR
DISPOSITION  MAY BE  EFFECTED  EXCEPT  IN  CONJUNCTION  WITH  (I)  AN  EFFECTIVE
REGISTRATION  STATEMENT RELATED THERETO, (II) IN COMPLIANCE WITH THE LIMITATIONS
OF RULE 144 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN OPINION OF COUNSEL
SATISFACTORY  TO THE  COMPANY,  THAT  SUCH  REGISTRATION  OR  COMPLIANCE  IS NOT
REQUIRED.

     5. No  Impairment.  The Company  will not, by  amendment  of its charter or
through reorganization,  consolidation,  merger, dissolution,  sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant,  but will 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,  including  such action as may be necessary or
appropriate  in order that the Company  may  validly  and legally  issue or sell
fully paid and non-assessable  Warrant Shares, in order to protect the rights of
the holder of this Warrant against impairment.

     6. Notices of Record Date, etc. In case:

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

     (b) of any capital  reorganization of the Company,  any reclassification of
the Common Stock of the Company, any consolidation or merger of the Company with
or into another  corporation  (other than a consolidation or merger in which the
Company is the surviving entity), or any transfer of all or substantially all of
the assets of the Company; or

     (c) of the voluntary or involuntary dissolution,  liquidation or winding-up
of the Company,

     then, and in each such case, the Company will mail or cause to be mailed to
the Registered  Holder a notice  specifying,  as the case may be, (i) the record
date for such dividend,  distribution or right,  and the amount and character of
such dividend,  distribution  or right, or (ii) the effective date on which such
reorganization, reclassification,  consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which  the  holders  of record of  Common  Stock (or such  other  stock or
securities at the time  deliverable  upon the exercise of this Warrant) shall be
entitled  to  exchange  their  shares of Common  Stock (or such  other  stock or
securities)   for   securities   or  other   property   deliverable   upon  such
reorganization, reclassification,  consolidation, merger, transfer, dissolution,
liquidation  or  winding-up.  Such notice shall be mailed at least ten (10) days
prior to the  record  date or  effective  date for the event  specified  in such
notice.

     7.  Reservation  of Stock.  The Company will at all times  reserve and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such number of Warrant Shares and other stock,  securities and property, as from
time to time shall be issuable  upon the exercise of this  Warrant.  All Warrant
Shares shall be duly  authorized  and, when issued upon such exercise,  shall be
validly  issued,  fully  paid  and  non-assessable  and  free  and  clear of all
preemptive rights, and free from all taxes, liens and other charges with respect
to the issue thereof by the Company. The Company will take all actions as may be
necessary to assure that the Warrant Shares issued upon a valid exercise  hereof
may be issued by the Company without  violation of any law or regulation,  or of
any requirement of any domestic securities exchange upon which any capital stock
of the Company may be listed.

     8.   Replacement   of  Warrants.   Upon  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

     9. Mailing of Notices,  etc. All notices and other  communications from the
Company to the  Registered  Holder shall be mailed by  first-class  certified or
registered  mail,  postage  prepaid,  to the following  address or to such other
address as the Registered Holder shall specify by notice in accordance with this
provision:

                           DVI Financial Services Inc.
                           2500 York Road
                           Jamison, Pennsylvania 18929
                           Attn.:  President
                           Fax:  215-488-5404

                  With a copy to:

                           DVI, Inc.
                           2500 York Road
                           Jamison, Pennsylvania 18929
                           Attn.:  Legal Department
                           Fax:  215-488-5415

     All  notices  and other  communications  from the  Registered  Holder or in
connection  herewith to the Company shall be mailed by first-class  certified or
registered  mail,  postage  prepaid,  to the Company at 6699 Chimney Rock, Suite
105, Houston,  Texas 77081, Attn: Chief Financial Officer. If the Company should
at any time change the location of its principal office to a place other than as
set forth above,  it shall give prompt written  notice to the Registered  Holder
and  thereafter  all references in this Warrant to the location of its principal
office at the particular time shall be as so specified in such notice.

     10. No Rights as  Stockholder.  Until the  exercise  of this  Warrant,  the
Registered  Holder shall not have or exercise  any rights by virtue  hereof as a
stockholder of the Company.

     11.  Change or Waiver.  Any term of this  Warrant  may be changed or waived
only by an instrument in writing  signed by the party against which  enforcement
of the change or waiver is sought.

     12.  Remedies.  In case  any one or more of the  covenants  and  agreements
contained in this Warrant shall have been breached,  the  Registered  Holder (in
the case of a breach by the Company), or the Company (in the case of a breach by
the Registered Holder),  may proceed to protect and enforce its rights either by
suit in equity and/or by action at law, including, but not limited to, an action
for  damages  as a result  of any such  breach  and/or an  action  for  specific
performance of any such covenant or agreement contained in this Warrant.

     13.  Headings.  The  headings in this Warrant are for purposes of reference
only and shall not limit or  otherwise  affect the meaning of any  provision  of
this Warrant.

     14.  Governing  Law.  This  Warrant  will be governed by and  construed  in
accordance  with the laws of the State of  Delaware  (without  reference  to the
conflicts of law provisions thereof).

     15. Waiver of Jury Trial.  THE COMPANY AND THE REGISTERED  HOLDER WAIVE THE
RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON.


                                            SURGICARE, INC.


                                            By:________________________________
                                            Name:___________________________
                                            Title:____________________________



                                            DVI FINANCIAL SERVICES INC.

                                            By:________________________________
                                            Name:___________________________
                                            Title:____________________________




<PAGE>


                                     EXHIBIT I

                                   PURCHASE FORM

To:      SurgiCare, Inc.                                     Dated:____________
         [Address]
         Attn:  Chief Financial Officer

     The  undersigned,  pursuant  to the  provisions  set forth in the  attached
Warrant  (No. ___),  hereby  irrevocably  elects to purchase _____ shares of the
Common Stock covered by such Warrant.  The undersigned herewith makes payment of
$____________, representing the full purchase price for such shares at the price
per share  provided for in such Warrant.  Such payment takes the form of $______
in lawful money of the United States.

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


                                                 (Name)






     The undersigned  represents  that the aforesaid  shares of Common Stock are
being acquired for the account of the  undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.


                                     Signature:        ________________________

                                              Address: ________________________

                                                       ________________________




<PAGE>


                                    SIGNATURES
In accordance  with the  requirements  of the Exchange Act, this report has been
signed  by  the  following  persons  on  behalf  of the  Registrants  and in the
capacities and on the date indicated.
Date:    March 29, 2000                              REGISTRANT:

                                                   SurgiCare, Inc

                                             By: /s/ David Blumfield
                                                     Dr. David Blumfield
                                                     President, CEO and Director
                                                     Date: March 29, 2000
                                                By:  /s/ CHARLES S. COHEN
                                                     Charles S. Cohen
                                                     Chief Operating Officer
                                                     Date: March 29, 2000

                                                By:  /s/ JEFFERY PENSO
                                                     Dr. Jeffery Penso
                                                     Vice-President and Director
                                                     Date: March 29, 2000

                                                By:  /s/ SHERMAN NAGLER
                                                     Dr. Sherman Nagler
                                                     Secretary and Director
                                                     Date: March 29, 2000

                                                By:  /s/ MICHAEL MINEO
                                                     Dr. Michael Mineo
                                                     Treasure and Director
                                                     Date: March 29, 2000
                                                By:  /s/ SHIRLEY BROWNE
                                                     Dr. Shirley Browne
                                                     Director
                                                     Date: March 29, 2000
                                                By:  /s/ SON NGUYEN
                                                     Dr. Son Nguyen
                                                     Director
                                                     Date: March 29, 2000