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                                                                   EXHIBIT 10.15

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY THE HOLDER HEREOF FOR
ITS OWN ACCOUNT FOR INVESTMENT WITH NO INTENTION OF MAKING OR CAUSING TO BE MADE
A PUBLIC DISTRIBUTION OF ALL OR ANY PORTION THEREOF. SUCH SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS
AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT.


PS-_____                                                  Warrant to Purchase
                                                     Shares of Preferred Stock
                                                       (Subject to Adjustment)


                               DIGIRAD CORPORATION
                        PREFERRED STOCK PURCHASE WARRANT

                          VOID AFTER SEPTEMBER 29, 2005


         Digirad Corporation, a Delaware corporation (the "Company"), hereby
certifies that, for value received, ________________________ (including any
successors and assigns, "Holder"), is entitled, and subject to the terms set
forth below, to purchase from the Company at any time (A) after the earlier to
occur of (i) the completion of a Qualified Equity Financing (as defined in the
Notes), (ii) ten (10) days prior to the completion of an Acquisition (as defined
in the Notes) or (iii) July 1, 2001, and (B) before the earlier to occur of (i)
5:00 PM Pacific time, on September 29, 2005 (the "Expiration Date"), (ii) the
initial underwritten public offering of the Company's Common Stock or (iii) the
completion of an Acquisition, shares of Preferred Stock of the Company, with the
number of shares and the exercise price of the Warrant to be determined as
follows:

         (a) If the Company completes a Qualified Equity Financing or
Acquisition on or before January 1, 2001, then (i) the exercise price of the
Warrant will be the New Equity Per Share Price or Acquisition Per Share Price,
as the case may be, and (ii) this Warrant will be exercisable into that
aggregate number of New Equity Shares or Acquisition Shares, as the case may be,
equal to (A) ten percent (10%) of the Issue Price of the Note issued to the
Holder divided by (B) the New Equity Per Share Price or the Acquisition Per
Share Price, as the case may be.

         (b) If the Company completes a Qualified Equity Financing or
Acquisition between January 2, 2001 and on or before February 1, 2001, then (i)
the exercise price of the Warrant will be the New Equity Per Share Price or
Acquisition Per Share Price, as the case may be, and (ii) this Warrant will be
exercisable into that aggregate number of New Equity Shares or Acquisition
Shares, as the case may be, equal to (A) twenty percent (20%) of the Issue Price
of the Note issued to the Holder divided by (B) the New Equity Per Share Price
or the Acquisition Per Share Price, as the case may be.


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         (c) If the Company completes a Qualified Equity Financing or
Acquisition between February 2, 2001 and on or before March 1, 2001, then (i)
the exercise price of the Warrant will be the New Equity Per Share Price or
Acquisition Per Share Price, as the case may be, and (ii) this Warrant will be
exercisable into that aggregate number of New Equity Shares or Acquisition
Shares, as the case may be, equal to (A) thirty percent (30%) of the Issue Price
of the Note issued to the Holder divided by (B) the New Equity Per Share Price
or the Acquisition Per Share Price, as the case may be.

         (d) If the Company completes a Qualified Equity Financing or
Acquisition between March 2, 2001 and on or before June 30, 2001, then (i) the
exercise price of the Warrant will be the New Equity Per Share Price or
Acquisition Per Share Price, as the case may be, and (ii) this Warrant will be
exercisable into that aggregate number of New Equity Shares or Acquisition
Shares, as the case may be, equal to (A) forty percent (40%) of the Issue Price
of the Note issued to the Holder divided by (B) the New Equity Per Share Price
or the Acquisition Per Share Price, as the case may be.

         (e) In the event the Company has not completed a Qualified Equity
Financing or Acquisition as of July 1, 2001, then (i) the exercise price of the
Warrant will be $3.036 per share, and (ii) this Warrant will be exercisable into
that aggregate number of the Company's Series E Preferred Stock equal to (A)
forty percent (40%) of the Issue Price of the Note issued to the Holder divided
by (B) $3.036 per share.

         Holder acknowledges that each of the warrant thresholds heretofore
described in sections (a) through (e) are not cumulative and that upon each
increase in the amount of warrants to be issue to Holder, Holder is receiving
the maximum aggregate amount of warrants to which it is entitled. (For example,
if the Company completes a Qualified Equity Financing as of February 4, 2001,
Holder is entitled to a MAXIMUM aggregate of number of New Equity Shares equal
to thirty percent (30%) of the Issue Price of the Note issued to the Holder
divided by the Per Share Price.)

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a)      The term "Company" includes any corporation which shall
succeed to or assume the obligations of the Company hereunder.

         (b) The term "Preferred Stock" shall mean the Preferred Stock of the
Company, and any other securities or property of the Company or of any other
person (corporate or otherwise) which the holder of this Warrant at any time
shall be entitled to receive on the exercise hereof, in lieu of or in addition
to Preferred Stock, or which at any time shall be issuable in exchange for or in
replacement of Preferred Stock.

         (c) The term "Purchase Agreement" shall mean the Convertible Promissory
Note and Warrant Purchase Agreement dated as of the date hereof by and among the
Company, the Holder and the purchasers of the other Warrants.

         (d) The term "Warrant" shall mean one of a series of warrants issued
pursuant to the Purchase Agreement (which warrants together are designated, the
"Warrants").


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         1.       INITIAL EXERCISE DATE; EXPIRATION.  This Warrant may be
exercised at any time within the time periods described in the preamble and
Section 5.3 (the "Exercise Period").

         2.       EXERCISE OF WARRANT; PARTIAL EXERCISE. This Warrant may be
exercised in full by the Holder by surrender of this Warrant, together with
the Holder's duly executed form of subscription attached hereto as SCHEDULE
1, to the Company at its principal office, accompanied by payment, in cash or
by certified or official bank check payable to the order of the Company, of
the aggregate exercise price (as determined above) of the shares of Preferred
Stock to be purchased hereunder. The exercise of this Warrant pursuant to
this Section 2 shall be deemed to have been effected immediately prior to the
close of business on the business day on which this Warrant is surrendered to
the Company as provided in this Section 2, and at such time the person in
whose name any certificate for shares of Preferred Stock shall be issuable
upon such exercise shall be deemed to be the record holder of such Preferred
Stock for all purposes. As soon as practicable after the exercise of this
Warrant, the Company at its expense will cause to be issued in the name of
and delivered to the Holder, or as the Holder may direct, a certificate or
certificates for the number of fully paid and nonassessable full shares of
Preferred Stock to which the Holder shall be entitled on such exercise,
together with cash, in lieu of any fraction of a share, equal to such
fraction of the current market value of one full share of Preferred Stock as
determined in good faith by the Board of Directors, and, if applicable, a new
warrant evidencing the balance of the shares remaining subject to the Warrant.

         3.       NET ISSUANCE.

                  3.1 RIGHT TO CONVERT. In addition to and without limiting the
rights of the Holder under the terms of this Warrant, the Holder shall have the
right to convert this Warrant (the "Conversion Right") into shares of Preferred
Stock as provided in this Section 3 at any time or from time to time during the
Exercise Period. Upon exercise of the Conversion Right with respect to shares
subject to the Warrant (the "Converted Warrant Shares"), the Company shall
deliver to the Holder (without payment by the Holder of any exercise price or
any cash or other consideration) that number of shares of fully paid and
nonassessable Preferred Stock computed using the following formula:

                                    X = Y (A - B)
                                    -------------
                                          A

         Where      X =    the number of shares of Preferred Stock to be
delivered to the holder

                    Y =    the number of Converted Warrant Shares

                    A =    the fair market value of one share of the Company's
Preferred Stock on the Conversion Date (as defined below)

                    B =    the per share exercise price of the Warrant (as
adjusted to the Conversion Date)

No fractional shares shall be issuable upon exercise of the Conversion Right,
and if the number of shares to be issued determined in accordance with the
foregoing formula is other than a whole number, the Company shall pay to the
Holder an amount in cash equal to the fair market value of


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the resulting fractional share on the Conversion Date (as defined below).
Shares issued pursuant to the Conversion Right shall be treated as if they
were issued upon the exercise of the Warrant.

                  3.2 METHOD OF EXERCISE. The Conversion Right may be exercised
by the Holder by the surrender of the Warrant at the principal office of the
Company together with a written statement specifying that the Holder thereby
intends to exercise the Conversion Right and indicating the total number of
shares under the Warrant that the Holder is exercising through the Conversion
Right. Such conversion shall be effective upon receipt by the Company of the
Warrant together with the aforesaid written statement, or on such later date as
is specified therein (the "Conversion Date"). Certificates for the shares
issuable upon exercise of the Conversion Right shall be delivered to the Holder
promptly following the Conversion Date.

                  3.3 DETERMINATION OF FAIR MARKET VALUE. For purposes of this
Section 3, fair market value of a share of Preferred Stock on the Conversion
Date shall mean the fair market value as determined by the Board of Directors of
the Company in good faith.

         4.       LIMIT ON RIGHTS OF THE HOLDER UPON EXERCISE.  The Holder
acknowledges and agrees that upon the exercise of this Warrant in full or in
part, the following provisions shall apply to the rights of the Holder as a
holder of Preferred Stock:

                  4.1 MARKET STAND-OFF AGREEMENT. During the period of duration
specified by the Company and an underwriter of Common Stock or other securities
of the Company, following the effective date of a registration statement of the
Company filed under the Securities Act of 1933, as amended (the "Act), the
Holder or any future transferee will not, to the extent requested by the Company
and such underwriter, directly or indirectly sell, offer to sell, contract to
sell (including, without limitation, any short sale), grant any option to
purchase or otherwise transfer or dispose of (other than to transferees or
donees who agree to be similarly bound) any securities of the Company held by it
at any time during such period except Common Stock included in such
registration; PROVIDED, HOWEVER, that such agreement shall not exceed one
hundred eighty (180) days.

         In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the securities of the Holder or any
future transferee (and the shares or securities of every other person subject to
the foregoing restriction) until the end of such period.

         5.       ADJUSTMENTS TO CONVERSION PRICE. The number and kind of
shares of Preferred Stock (or any shares of stock or other securities which
may be) issuable upon the exercise of this Warrant and the exercise price
hereunder shall be subject to adjustment from time to time upon the happening
of certain events, as follows:

                  5.1 DIVIDENDS, DISTRIBUTIONS, STOCK SPLITS OR COMBINATIONS. If
the Company shall at any time or from time to time after the date hereof make or
issue, or fix a record date for the determination of holders of Preferred Stock
entitled to receive, a dividend or other distribution payable in additional
shares of Common Stock or Preferred Stock (as the case may be), then and in each
such event the exercise price hereunder then in effect shall be decreased as of
the time of such issuance or, in the event such a record date shall have been
fixed, as of the close of business on such record date, by multiplying the
exercise price hereunder then in effect


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by a fraction: (a) the numerator of which shall be the total number of shares
of Common Stock (assuming the conversion of all outstanding securities of the
Company that are convertible into Common Stock and the exercise of all
options to purchase Common Stock or securities that are convertible into
Common Stock) issued and outstanding immediately prior to the time of
issuance or the close of business on such record date; and (b) the
denominator of which shall be the total number of shares of Common Stock
(assuming the conversion of all outstanding securities of the Company that
are convertible into Common Stock and the exercise of all options to purchase
Common Stock or securities that are convertible into Common Stock) issued and
outstanding immediately after the time of issuance or the close of business
on such record date. If the Company shall at any time subdivide the
outstanding shares of Preferred Stock (or any securities into which such
Preferred Stock is convertible), or if the Company shall at any time combine
the outstanding shares of Preferred Stock (or any securities into which such
Preferred Stock is convertible), then the exercise price hereunder
immediately shall be decreased proportionally (in the case of a subdivision)
or increased proportionally (in the case of a combination). Any such
adjustment shall become effective at the close of business on the date the
subdivision or combination becomes effective.

                  5.2 RECLASSIFICATION OR REORGANIZATION. If the Preferred Stock
(or any shares of stock or other securities which may be) issuable upon the
exercise of this Warrant shall be changed into the same or different number of
shares of any class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend provided for in Section 5.1 above, or a reorganization,
merger, consolidation or sale of assets provided for in Section 5.3 below), then
and in each such event the Holder shall be entitled to receive upon the exercise
of this Warrant the kind and amount of shares of stock and other securities and
property receivable upon such reorganization, reclassification or other change,
to which a holder of the number of shares of Preferred Stock (or any shares of
stock or other securities which may be) issuable upon the exercise of this
Warrant would have received if this Warrant had been exercised immediately prior
to such reorganization, reclassification or other change, all subject to further
adjustment as provided herein.

                  5.3 MERGER, CONSOLIDATION OR SALE OF ASSETS. Subject to the
preamble, in the event of, at any time prior to the Expiration Date, an initial
public offering of securities of the Company registered under the Act, or the
consolidation or merger of the Company with or into another corporation (other
than a merger solely to effect a reincorporation of the Company into another
state), or the sale or other disposition of all or substantially all the
properties and assets of the Company in its entirety to any other person, the
Company shall provide to the Holder ten (10) days advance written notice of such
public offering, consolidation, merger or sale or other disposition of the
Company's assets, and this Warrant shall terminate unless exercised prior to the
date such public offering is declared effective by the Securities and Exchange
Commission or the occurrence of such consolidation, merger or sale or other
disposition of the Company's assets. If at any time or from time to time there
shall be a capital reorganization of the Preferred Stock (other than a
subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this Section 5) of the Company, then as a part of such
reorganization, provision shall be made so that the Holder shall thereafter be
entitled to receive upon the exercise of this Warrant, the number of shares of
stock or other securities or property of the Company, resulting from such
reorganization, to which a holder of the number of shares of Preferred Stock (or
any


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shares of stock or other securities which may be) issuable upon the exercise
of this Warrant would have received if this Warrant had been exercised
immediately prior to such reorganization.

                  5.4 NOTICE OF ADJUSTMENTS AND RECORD DATES. The Company shall
promptly notify the Holder in writing of each adjustment or readjustment of the
exercise price hereunder and the number of shares of Preferred Stock (or any
shares of stock or other securities which may be) issuable upon the exercise of
this Warrant. Such notice shall state the adjustment or readjustment and show in
reasonable detail the facts on which that adjustment or readjustment is based.

         6.       REPLACEMENT OF WARRANTS. On receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction of this Warrant, on delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company or, in the case of
any such mutilation, on surrender and cancellation of such Warrant, the
Company at its expense will execute and deliver to the Holder, in lieu
thereof, a new Warrant of like tenor.

         7.       NO RIGHTS OR LIABILITY AS A STOCKHOLDER. This Warrant does
not entitle the Holder hereof to any voting rights or other rights as a
stockholder of the Company. No provisions hereof, in the absence of
affirmative action by the Holder to purchase Preferred Stock, and no
enumeration herein of the rights or privileges of the Holder, shall give rise
to any liability of the Holder as a stockholder of the Company.

         8.       MISCELLANEOUS.

                  8.1 TRANSFER OF WARRANT. This Warrant shall not be
transferable or assignable in any manner without the express written consent of
the Company, and any such attempted disposition of this Warrant or any portion
hereof shall be of no force or effect unless such disposition is in compliance
with the Agreement.

                  8.2 TITLES AND SUBTITLES.  The titles and subtitles used
in this Warrant are for convenience only and are not to be considered in
construing or interpreting this Warrant.

                  8.3 NOTICES. Any notice required or permitted under this
Warrant shall be given in writing and in accordance with Section 6.4 of the
Purchase Agreement (for purposes of which, the term "Investor" shall mean Holder
hereunder), except as otherwise expressly provided in this Warrant.

                  8.4 ATTORNEYS' FEES. If any action at law or in equity is
necessary to enforce or interpret the terms of this Warrant, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and disbursements
in addition to any other relief to which such party may be entitled.

                  8.5 AMENDMENTS AND WAIVERS. Any term of this Warrant may be
amended and the observance of any term of this Warrant may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the holders of
Warrants representing together the right to purchase at least fifty-one percent


                                       6


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(51%) of all of the Preferred Stock of the Company subject to purchase pursuant
to all of the Warrants and in accordance with the Purchase Agreement. Any
amendment or waiver effected in accordance with this Section 8.5 shall be
binding upon the Holder of this Warrant (and of any securities into which this
Warrant is convertible), each future holder of all such securities, and the
Company.

                  8.6 SEVERABILITY. If one or more provisions of this Warrant
are held to be unenforceable under applicable law, such provision shall be
excluded from this Warrant and the balance of the Warrant shall be interpreted
as if such provision were so excluded and shall be enforceable in accordance
with its terms.

                  8.7 GOVERNING LAW.  This Warrant shall be governed by
and construed and enforced in accordance with the laws of the State of
California, without giving effect to its conflicts of laws principles.




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                  8.8 COUNTERPARTS. This Warrant may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


Date:  September 29, 2000                            DIGIRAD CORPORATION,
                                                     a Delaware corporation


                                       By:
                                           ---------------------------------
                                           Scott Huennekens
                                           President


ACKNOWLEDGED AND AGREED:

-----------------------------------


By:
   --------------------------------

Title:
      -----------------------------


                           [SIGNATURE PAGE TO WARRANT]


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                                   SCHEDULE 1

                              FORM OF SUBSCRIPTION

                   (To be signed only on exercise of Warrant)



To:      DIGIRAD CORPORATION

         The undersigned, the holder of the Warrant attached hereto, hereby
irrevocably elects to exercise the purchase rights represented by such Warrant
for, and to purchase thereunder, ___________ shares of Preferred Stock of
Digirad Corporation, and herewith makes payment of $______________ therefor, and
requests that the certificates for such shares be issued in the name of, and
delivered to ____________________, whose address is
_____________________________________________________________.


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


                                       ---------------------------------------
                                       (Print Name)

                                       ---------------------------------------

                                       ---------------------------------------
                                       (Address)





Dated:           ___________________



* Insert here the number of shares as to which the Warrant is being exercised.



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                                   SCHEDULE I

<Table>
<Caption>

Warrant
Number         Warrantholder                                  Number of Shares
-------        -------------                                  ----------------
<S>            <C>                                            <C>
PS-1           Kingsbury Capital Partners, L.P. III                  9,881

PS-2           Ocean Avenue Investors, LLC - Anacapa Fund I         16,469

PS-3           Vector Late-Stage Equity Fund II (QP), L.P.          12,351

PS-4           Vector Late-Stage Equity Fund II, L.P.                4,117

PS-5           Kingsbury Capital Partners, L.P. IV                  23,057

</Table>