<PAGE>

                                                                   Exhibit 10.10
 
     THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS
     WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY
     BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, OR OTHERWISE
     DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT OR AN
     OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SUCH
     ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. ANY SUCH
     SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE
     STATE SECURITIES LAWS.

                                                                  Right to
                                                                  Purchase
                                                                  817,000
                                                                  Shares of
                                                                  Common
                                                                  Stock, par
                                                                  value $.01 per
                                                                  share


                            STOCK PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, RGC International Investors, LDC
or its registered assigns, is entitled to purchase from Medical Resources, Inc.,
a Delaware corporation (the "Company"), at any time or from time to time during
the period specified in Paragraph 2 hereof, Eight Hundred Seventeen Thousand
(817,000) fully paid and nonassessable shares of the Company's Common Stock, par
value $.01 per share (the "Common Stock"), at an exercise price of $11.51 per
share (the "Exercise Price"). The term "Warrant Shares," as used herein, refers
to the shares of Common Stock purchase hereunder. The Warrant Shares and the
Exercise Price are subject to adjustment as provided in paragraph 4 hereof. The
term Warrants means this Warrant and any other warrants issued pursuant to that
certain letter agreement, dated


<PAGE>
 
December 29, 1997 by and among the Company and RGC International Investors, LDC 
(the "Letter Agreement").

     This Warrant is subject to the following terms, provisions, and conditions:

     1.   MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES. 
          ----------------------------------------------------------------
Subject to the provisions hereof, this Warrant may be exercised by the holder 
hereof, in whole or in part, by the surrender of this Warrant, together with a 
completed exercise agreement in the form attached hereto (the "Exercise 
Agreement"), to the Company during normal business hours on any business day at 
the Company's principal executive offices) or such other office or agency of 
the Company as it may designate by notice to the holder hereof), and upon (i) 
payment to the Company in cash, by certified or official bank check or by wire 
transfer for the account of the Company of the Exercise Price for the Warrant 
Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant 
Shares by the holder is not then registered pursuant to an effective 
registration statement under the Securities Act of 1933, as amended (the 
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant
Shares specified in the Exercise Agreement. The Warrant Shares so purchased 
shall be deemed to be issued to the holder hereof or such holder's designee, as 
the record owner of such shares, as of the close of business on the date on 
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall have been delivered, and payment shall have been made for such shares as 
set forth above. Certificates for the Warrant Shares so purchased, representing 
the aggregate number of shares specified in the Exercise Agreement, shall be 
delivered to the holder hereof within a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised. The certificates
so delivered shall be in such denominations as may be requested by the holder 
hereof and shall be registered in the name of such holder or such other name as 
shall be designated by such holder. If this Warrant shall have been exercised 
only in part, then, unless this Warrant has expired, the Company shall, at its 
expense, at the time of delivery of such certificates, deliver to the holder 
a new Warrant representing the number of shares with respect to which this 
Warrant shall not then have been exercised.

          Notwithstanding anything in this Warrant to the contrary, in no event 
shall the Holder of this Warrant be entitled to exercise a number of Warrants 
(or portions thereof) in excess of the number of Warrants (or portions thereof) 
upon exercise of which the sum of (i) the number of shares of Common Stock 
beneficially owned by the Holder and its affiliates (other than shares of Common
Stock which may be deemed beneficially owned through the ownership of the 
unexercised Warrants and unconverted shares of Series C Preferred Stock (as 
defined in that certain Securities Purchase Agreement dated July 21, 1997, by
and among the Company and the Buyers listed on the execution page thereof (the
"Securities Purchase Agreement")) and (ii) the number of shares of Common Stock
issuable upon exercise of the Warrants (or portions thereof) with respect to
which the determination described herein is being made, would result in
beneficial ownership by the Holder and its affiliates of more than 4.9% of the
outstanding shares of Common Stock. For purposes of the immediately preceding
sentence, (a) beneficial

                                      -2-
<PAGE>
 
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as 
otherwise provided in clause (i) hereof and (b) the holder of this Warrant may 
waive the limitations set forth therein by written notice to the Company upon 
not less than sixty-one (61) days prior notice (with such waiver taking effect 
only upon the expiration of such 61-day notice period).

     2.   PERIOD OF EXERCISE. This Warrant is exercisable at any time or from 
          ------------------
time to time, on or after December 30, 1997 and before 5:00 p.m., New York City 
time on the fifth (5th) anniversary of such date (the "Exercise Period").

     3.   CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and 
          ---------------------------------
agrees as follows:

          (A)  SHARES TO BE FULLY PAID. All Warrant Shares will, upon issuance 
                ----------------------
in accordance with the terms of this Warrant, be validly issued, fully paid, and
nonassessable and free from all taxes, liens, and charges with respect to the 
issue thereof.

          (B)  RESERVATION OF SHARES. During the Exercise Period, the Company 
               ---------------------
shall at all times have authorized, and reserved for the purpose of issuance 
upon exercise of this Warrant, a sufficient number of shares of Common Stock to 
provide for the exercise of this Warrant.

          (C)  LISTING. The Company shall promptly secure the listing of the 
               -------
shares of Common Stock issuable upon exercise of the Warrant upon each national 
securities exchange or automated quotation system, if any, upon which shares of 
Common Stock are then listed (subject to official notice of issuance upon 
exercise of this Warrant) and shall maintain, so long as any other shares of 
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable upon the exercise of this Warrant; and the Company shall 
so list on each national securities exchange or automated quotation system, as 
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company issuable upon the exercise of this Warrant if and so long 
as any shares of the same class shall be listed on such national securities 
exchange or automated quotation system.

          (D)  CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment 
               --------------------------
of its charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance or any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other impairment, consistent with the tenor and purpose of
this Warrant. Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common Stock receivable upon
the exercise of this Warrant above the Exercise Price then in effect, and (ii)
will take all such actions as may be necessary or appropriate in order that the
Company may

                                      -3-
<PAGE>
 
validly and legally issue fully paid and nonassessable shares of Common Stock 
upon the exercise of this Warrant.

          (E)  SUCCESSORS AND ASSIGNS. This Warrant will be binding upon any 
               ----------------------
entity succeeding to the Company by merger, consolidation, or acquisition of all
or substantially all the Company's assets.

     4.   ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise 
          -----------------------
Price and the number of Warrant Shares shall be subject to adjustment from time 
to time as provided in this Paragraph 4.

     In the event that any adjustment of the Exercise Price as required herein 
results in a fraction of a cent, such Exercise Price shall be rounded up to the 
nearest cent.

          (A)  SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any
               ------------------------------------------
time subdivides (by any stock split, stock dividend, recapitalization, 
reorganization, reclassification or otherwise) the shares of Common Stock 
acquirable hereunder into a greater number of shares, then, after the date of 
record for effecting such subdivision, the Exercise Price in effect immediately 
prior to such subdivision will be proportionately reduced. If the Company at any
time combines (by reverse stock split, recapitalization, reorganization, 
reclassification or otherwise) the shares of Common Stock acquirable hereunder 
into a smaller number of shares, then, after the date of record for effecting 
such combination, the Exercise Price in effect immediately prior to such 
combination will be proportionately increased.

          (B)  ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the 
               ------------------------------
Exercise Price pursuant to the provisions of this Paragraph 4, the number of 
shares of Common Stock issuable upon exercise of this Warrant shall be adjusted 
by multiplying a number equal to the Exercise Price in effect immediately prior 
to such adjustment by the number of shares of Common Stock issuable upon 
exercise of this Warrant immediately prior to such adjustment and dividing the 
product so obtained by the adjusted Exercise Price.

          (C)  CONSOLIDATION, MERGER OR SALE. In case of any consolidation of 
               -----------------------------
the Company with, or merger of the Company with or into any other corporation, 
or in case of any sale or conveyance of all or substantially all of the assets 
of the Company other than in connection with a plan of complete liquidation of 
the Company, then as a condition of such consolidation, merger or sale or 
conveyance, adequate provision will be made whereby the holder of this Warrant 
will have the right to acquire and receive upon exercise of this Warrant in lieu
of the shares of Common Stock immediately theretofore acquirable upon the 
exercise of this Warrant, such shares of stock, securities or assets as may be 
issued or payable with respect to or in exchange for the number of shares of 
Common Stock immediately theretofore acquirable and receivable upon exercise of 
this Warrant had such consolidation, merger or sale or conveyance not taken 
place. In any such case, the Company will make appropriate provision to insure 
that the provisions of this Paragraph 4 hereof will thereafter be applicable as 
nearly as may be in relation to any shares of stock or securities thereafter 
deliverable upon the exercise of this Warrant. The Company will not effect any 
consolidation, merger or sale or conveyance

                                      -4-
<PAGE>
 
unless prior to the consummation thereof, the successor corporation (if other 
than the Company) assumes by written instrument the obligations under this 
Paragraph 4 and the obligations to deliver to the holder of this Warrant such 
shares of stock, securities or assets as, in accordance with the foregoing 
provisions, the holder may be entitled to acquire. The above provisions shall 
similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.

          (d)  Distribution of Assets. In case the Company shall declare or make
               ----------------------
any distribution of its assets (including cash) to holders of Common Stock as a 
partial liquidating dividend, by way of return of capital or otherwise, then, 
after the date of record for determining stockholders entitled to such 
distribution, but prior to the date of distribution, the holder of this Warrant 
shall be entitled upon exercise of this Warrant for the purchase of any or all 
of the shares of Common Stock subject hereto, to receive the amount of such 
assets which would have been payable to the holder had such holder been the 
holder of such shares of Common Stock on the record date for the determination 
of stockholders entitled to such distribution.

          (e)  Notice of Adjustment. Upon the occurrence of any event which 
               --------------------
requires any adjustment of the Exercise Price, then, and in each such case, the 
Company shall give notice thereof to the holder of this Warrant, which notice 
shall state the Exercise Price resulting from such adjustment and the increase 
or decrease in the number of Warrant Shares purchasable at such price upon 
exercise, setting forth in reasonable detail the method of calculation and the 
facts upon which such calculation is based. Such calculation shall be certified 
by the chief financial officer of the Company.

          (f)  Minimum Adjustment of Exercise Price. No adjustment of the 
               ------------------------------------
Exercise Price shall be made in an amount of less than 1% of the Exercise Price 
in effect at the time such adjustment is otherwise required to be made, but any 
such lesser adjustment shall be carried forward and shall be made at the time 
and together with the next subsequent adjustment which, together with any 
adjustments so carried forward, shall amount to not less than 1% of such 
Exercise Price.

          (g)  No Fractional Shares. No fractional shares of Common Stock are to
               --------------------
be issued upon the exercise of this Warrant, but the Company shall pay a cash 
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock on the date of such exercise.

          (h)  Other Notices. In case at any time:
               -------------

               (i)  the Company shall declare any dividend upon the Common Stock
payable in shares of stock of any class or make any other distribution 
(including dividends or distributions payable in cash out of retained earnings) 
to the holders of the Common Stock;

               (ii) the Company shall offer for subscription pro rata to the 
holders of the Common Stock any additional shares of stock of any class or other
rights;

                                      -5-
<PAGE>
 
          (iii)  there shall be any capital reorganization of the Company, or 
reclassification of the Common Stock, or consolidation or merger of the Company
with or into, or sale of all or substantially all its assets to, another 
corporation or entity; or

          (iv)   there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;

then, in each such case, the Company shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for determining the holders of Common Stock entitled to receive
any such dividend, distribution, or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, notice of
the date (or, if not then known, a reasonable approximation thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or other securities or property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be. Such notice shall be given at least 30 days
prior to the record date or the date on which the Company's books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not
affect the validity of the proceedings referred to in clauses (i), (ii), (iii)
and (iv) above.

          (i)  CERTAIN EVENTS.  If any event occurs of the type contemplated by
               --------------
the adjustment provisions of this Paragraph 4 but not expressly provided
for by such provisions, the Company will give notice of such event as provided
in Paragraph 4(e) hereof, and the Company's Board of Directors will make an
appropriate adjustment in the Exercise Price and the number of shares of Common
Stock acquirable upon exercise of this Warrant so that the rights of the Holder
shall be neither enhanced nor diminished by such event.

          (j)  DEFINITION OF COMMON STOCK.  For purposes of this Paragraph 4,
               --------------------------
includes the Common Stock, par value $.01 per share, and any additional class of
stock of the Company having no preference as to dividends or distributions on
liquidation, provided that the shares purchasable pursuant to this Warrant shall
include only shares of Common Stock, par value $.01 per share, in respect of
which this Warrant is exercisable, or shares resulting from any subdivison or
combination of such Common Stock, or in the case of any reorganization,
reclassification, consolidation, merger, or sale of the character referred to in
Paragraph 4(c) hereof, the stock or other securities or property provided for in
such Paragraph.

     5.  ISSUE TAX.  The issuance of certificates for Warrant Shares upon the 
         ---------
exercise of this Warrant shall be made without charge to the holder of this 
Warrant or such shares for any issuance tax or other costs in respect thereof, 
provided that the Company shall not be required to pay any tax which may be 
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

                                      -6-
<PAGE>
 
     6.   NO RIGHTS OR LIABILITIES AS A SHAREHOLDER.  This Warrant shall not 
          -----------------------------------------
entitle the holder hereof to any voting rights or other rights as a shareholder 
of the Company. No provision of this Warrant, in the absence of affirmative 
action by the holder hereof to purchase Warrant Shares, and no mere enumeration 
herein of the rights or privileges of the holder hereof, shall give rise to any 
liability of such holder for the Exercise Price or as a shareholder of the 
Company, whether such liability is asserted by the Company or by creditors of 
the Company.

     7.   TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.
          ---------------------------------------------

          (A)  RESTRICTION ON TRANSFER. This Warrant and the rights granted to 
               -----------------------
the holder hereof are transferable, in whole or in part, upon surrender of this
Warrant, together with a properly executed assignment in the form attached
hereto, at the office or agency of the Company referred to in Paragraph 7(e)
below, provided, however, that any transfer or assignment shall be subject to
the conditions set forth in Paragraph 7(f) hereof and to the provisions of
Section 11(d) below. Until due presentment for registration of transfer on the
books of the Company, the Company may treat the registered holder hereof as the
owner and holder hereof for all purposes, and the Company shall not be affected
by any notice to the contrary. Notwithstanding anything to the contrary
contained herein, the registration rights described in Paragraph 8 are
assignable only in accordance with the provisions of that certain Registration
Rights Agreement, dated as of July 21, 1997, by and among the Company and the
other signatories thereto (the "Registration Rights Agreement").

          (B)  WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant is
               ------------------------------------------------
exchangeable, upon the surrender hereof by the holder hereof at the office or 
agency of the Company referred to in Paragraph 7(e) below, for new Warrants of 
like tenor representing in the aggregate the right to purchase the number of 
shares of Common Stock which may be purchased hereunder, each of such new 
Warrant to represent the right to purchase such number of shares as shall be 
designated by holder hereof at the time such surrender.

          (C)  REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably 
               ----------------------
satisfactory to the Company of the loss, theft, or destruction, or mutilation of
this Warrant and, in the case of any such loss, theft, destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

          (D)  CANCELLATION: PAYMENT OF EXPENSES. Upon the surrender in this 
               ---------------------------------
Warrant in connection with any transfer, exchange, or replacement as provided in
this Paragraph 7, this Warrant shall be promptly canceled by the Company. The
Company shall pay all taxes (other than securities transfer taxes) and all other
expenses (other than legal expenses, if any, incurred by the Holder or
transferees) and changes payable in connection with the preparation, execution,
and delivery of Warrants to this Paragraph 7.

          (E)  REGISTER. The Company shall maintain, at its principal executive
               --------
offices (or such other office or agency of the Company as it may designate by 
notice to the holder hereof), 

                                      -7-
<PAGE>
 
a register for this Warrant, in which the Company shall record the name and 
address of the person in whose name this Warrant has been issued, as well as the
name and address of each transferee and each prior owner of this Warrant.

          (F)  EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time of 
               -----------------------------------------  
the surrender of this Warrant in connection with any exercise, transfer, or 
exchange of this Warrant, this Warrant (or, in the case of an exercise, the 
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act of 1933, as amended (the "Securities Act") and under applicable state 
securities or blue sky laws, the Company may require, as a condition of allowing
such exercise, transfer, or exchange, (i) that the holder or transferee of this 
Warrant, as the case may be, furnish to the Company a written opinion of 
counsel, which opinion and counsel are acceptable to the Company, to the effect 
that such exercise, transfer, or exchange may be made without registration under
said Act and under applicable state securities or blue sky laws, (ii) that the 
holder or transferee execute and deliver to the Company an investment letter in 
form and substance acceptable to the Company and (iii) that the transferee be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act; provided that no such opinion, letter or status as an "accredited investor"
shall be required in connection with a transfer pursuant to Rule 144 under the 
Securities Act. The first holder of this Warrant, by taking and holding the 
same, represents to the Company that such holder is acquiring this Warrant for 
investment and not with a view to the distribution thereof.

     8.   REGISTRATION RIGHTS. The Company agrees that the definition of
          ------------------- 
Registrable Securities in the Registration Rights Agreement is hereby amended to
include the Warrant Shares. The initial holder of this Warrant (and certain
assignees thereof) is hereby deemed to be an "Investor" as defined in the
Registration Rights Agreement and is entitled to the benefit of such
registration rights in respect of the Warrant Shares as are set forth in Section
2 of the Registration Rights Agreement.

     9.   NOTICES. All notices, requests, and other communications required or
          -------     
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such holder at the address shown for such holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to the office of the Company at 155 State Street,
Hackensack, New Jersey 07601 Attention: Chief Executive Officer, or at such
other address as shall have been furnished to the holder of this Warrant by
notice from the Company. Any such notice, request, or other communication may be
sent by facsimile, but shall in such case be subsequently confirmed by a writing
personally delivered or sent by certified or registered mail or by recognized
overnight mail courier as provided above. All notices, requests, and other
communications shall be deemed to have been given either at the time of the
receipt thereof by the person entitled to receive such notice at the address of
such person for purposes of this Paragraph 9, or, if mailed by registered or
certified mail or with a recognized

                                     -8- 

<PAGE>
 
overnight mail courier upon deposit with the United States Post Office or such 
overnight mail courier, if postage is prepaid and the mailing is properly 
addressed, as the case may be.

     10.  GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND 
          -------------
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT 
REGARD TO THE BODY OF LAW CONTROLLING CONFLICTS OF LAW.

     11.  MISCELLANEOUS.
          -------------

          (A)  AMENDMENTS. This Warrant and any provision hereof may only be 
               ----------
amended by an instrument in writing signed by the Company and the holder 
hereof.

          (B)  DESCRIPTIVE HEADINGS. The descriptive headings of the several
               --------------------
paragraphs of this Warrant are inserted for purposes of reference only, and 
shall not affect the meaning or construction of any of the provisions hereof.

          (C)  CASHLESS EXERCISE. Notwithstanding anything to the contrary 
               -----------------
contained in this Warrant, if the resale of the Warrant Shares by the holder is
not then registered pursuant to an effective registration statement under the
Securities Act, this Warrant may be exercised by presentation and surrender of
this Warrant to the Company at its principal executive offices with a written
notice of the holder's intention to effect a cashless exercise, including a
calculation of the number of shares of Common Stock to be issued upon such
exercise in accordance with the terms hereof (a "Cashless Exercise"). In the
event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the
holder shall surrender this Warrant for that number of shares of Common Stock
determined by multiplying the number of Warrant Shares to which it would
otherwise be entitled by a fraction, the numerator of which shall be the
difference between the then current Market Price per share of the Common Stock
and the Exercise Price, and the denominator of which shall be the then current
Market Price per share of Common Stock.
          
          (D)  CALL AND PUT RIGHTS; RESET OF EXERCISE PRICE. This Warrant is 
               --------------------------------------------
subject to the call and put rights set forth in the Letter Agreement. In
addition, pursuant to the fourth paragraph of the Letter Agreement, and subject
to the terms and conditions thereof, at the option of the Company, the Exercise
Price may be reset to the greater of (i) $11.51 and (ii) 130% of the average
closing bid price of the Common Stock over the three (3) trading days ending
January 30, 1998. Notwithstanding anything to the contrary set forth herein,
this Warrant may not be transferred other than to affiliates of the initial
holder until after the expiration of the "Call Period" and, if applicable, the
"Extended Call Period" and "Put Period" as such terms are defined in the Letter
Agreement.

                                      -9-
<PAGE>
 

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                     -10-
<PAGE>
 
     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.


                                             MEDICAL RESOURCES, INC.



                                             By:________________________________
                                                  Lawrence Ramaekers
                                                  Acting Chief Executive Officer



                                             Dated as of December 30, 1997

                                     -11-
<PAGE>
 
                          FORM OF EXERCISE AGREEMENT


                                                           Dated: _______, ____.


To:_________________________


     The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to purchase ____________ shares of Common Stock covered
by such Warrant, and makes payment herewith in full therefor at the price per
share provided by such Warrant in cash or by certified or official bank check in
the amount of, or, if the resale of such Common Stock by the undersigned is not
currently registered pursuant to an effective registration statement under the
Securities Act of 1933, as amended, by surrender of securities issued by the
Company (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant) equal to $_______. Please issue a certificate or certificates for such
shares of Common Stock in the name of and pay any cash for any fractional share
to:


                                             Name:____________________________

     
                                             Signature: ______________________
                                             Address: ________________________
                                                      ________________________


                                             Note:   The above signature should
                                                     correspond exactly with the
                                                     name on the face of the
                                                     within Warrant.


and, if said number of shares of Common Stock shall not be all the shares 
purchasable under the within Warrant, a new Warrant is to be issued in the name 
of said undersigned covering the balance of the shares purchasable thereunder 
less any fraction of a share paid in cash.
<PAGE>
 
                              FORM OF ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers 
all the rights of the undersigned under the within Warrant, with respect to the 
number of shares of Common Stock covered thereby set forth hereinbelow, to:

Name of Assignee              Address                  No of Shares
----------------              -------                  ------------


, and hereby irrevocably constitutes and appoints ____________ _________________
as agent and attorney-in-fact to transfer said Warrant on the books of the 
within-named corporation, with full power of substitution in the premises.


Dated: ____________, ____.


In the presence of

_______________________


                             Name:  ___________________________________________


                                    Signature: ________________________________
                                    Title of Signing Officer or Agent (if any):
                    
                                    ___________________________________________
                                    Address:___________________________________
                                            ___________________________________


                    
                                    Note:  The above signature should
                                           correspond exactly with the name on
                                           the face of the within Warrant.