MEDCARE TECHNOLOGIES, INC.
                   TWELVE (12) MONTH CONVERSION WARRANTS

THIS WARRANT AND THE SECURITIES PURCHASED UPON EXERCISE HEREOF HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, 
HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION 
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL 
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXERTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN
CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
    
Warrant to Purchase
______ shares
    
                        Warrant to Purchase Common Stock
                                     of
                           MEDCARE TECHNOLOGIES, INC.
    
     THIS CERTIFIES that ___________________ or any subsequent holder hereof 
("Holder"), has the right to purchase from MEDCARE TECHNOLOGIES, INC., a 
Delaware corporation (the "Company"), up to ______ fully paid and nonassessable 
shares of the Company's common stock $.001 par value per share ("Common Stock"),
subject to adjustment as provided herein, at a price equal to the Exercise Price
as defined in Section 3 below, at any time beginning on the Date of Issuance 
(defined below) and ending at 5:00 p.m., New York, New York time, on June 20, 
2002 (the "Exercise Period").
    
     Holder agrees with the Company that this Warrant to Purchase Common Stock 
of Mcdcare Technologies, Inc. (the "Warrant") is issued and all rights hereunder
shall be held subject to all of the conditions, limitations and provisions set 
forth herein.
    
     1.   DATE OF ISSUANCE.
    
     This Warrant shall be deemed to be issued on June 20, 1997 ("Date of 
Issuance").
    
     2.   EXERCISE.
    
     (a)  MANNER OF EXERCISE. During the Exercise Period, this Warrant may be 
exercised as to all or any lesser number of full shares of Common Stock covered 
hereby upon surrender of this Warrant, with the Exercise Form attached hereto as
Exhibit A (the "Exercise Form") duly executed together with the full Exercise 
Price (as defined below) for each share of Common Stock as to which this Warrant
is exercised, at the office of the Company, 608 S. Washington Street, Suite 101,
Naperville, Illinois, 60540; Attention: President, Telephone No. (630) 428-2862,
Telecopy No. (630) 428-2864, or at such other office or agency as the Company 
may designate in writing, by overnight mail, with an advance copy of the 
Exercise Form sent to the Company by facsimile (such surrender and payment of 
the Exercise Price hereinafter called the "Exercise of this Warrant"); provided,
however, that in the event a Series A Share Disposition, as defined below, 
occurs prior to the expiration of the date which is twelve (12) months from the 
Date of Issuance (the "12 Month Date"), this Warrant shall, for each share of 
Series A Preferred Stock transferred or converted in a Series A Share 
Disposition during such period, terminate with respect to the right of the 
Holder to purchase ____________  (___) shares of Common Stock. "Series A Share 
Disposition" shall mean a transaction whereby the Holder either (i) transfers 
shares of the Series A Preferred Stock; or (ii) converts shares of the Series A 
Preferred Stock pursuant of the terms of the Company's Certificate of 
Designation of Series
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A Preferred Stock. Within thirty (30) days of the 12 Month Date, the Company 
shall provide written confirmation to the Holder of the number of shares of 
Common Stock, as adjusted if applicable, which the Holder has the right to 
purchase hereunder.
    
     (b)  DATE OF EXERCISE. The "Date of Exercise" of the Warrant shall be 
defined as the date that the advance copy of the Exercise Form is sent by 
facsimile to the Company, provided that the original Warrant and Exercise Form 
are received by the Company as soon as practicable thereafter. Altematively, the
Date of Exercise shall be defined as the date the original Exercise Form is 
received by the Company, if Holder has not sent advance notice by facsimile.
    
     (c)  CANCELLATION OF WARRANT. This Warrant shall be canceled upon the 
Exercise of this Warrant, and, as soon as practical after the Date of Exercise, 
Holder shall be enticed to receive Common Stock for the number of shares 
purchased upon such Exercise of this Warrant, and if this Warrant is not 
exercised in full, Holder shall be enticed to receive a new Warrant (containing 
terms identical to this Warrant) representing any unexercised portion of this 
Warrant in addition to such Common Stock.
    
     (d)  HOLDER OF RECORD. Each person in whose none any Warrant for shares of 
Common Stock is issued shall, for all purposes, be deemed to be the Holder of 
record of such shares on the Date of Exercise of this Warrant, irrespective of 
the date of delivery of the Common Stock purchased upon the Exercise of this 
Warrant. Nothing in this Warrant shall be construed as conferring upon Holder 
any rights as a stockholder of the Company.  
    
     3.   PAYMENT OF WARRANT EXERCISE PRICE.
    
     The Exercise Price shall equal $7.346 per share ("Exercise Price").
    
     Payment of the Exercise Price may be made by either of the following, or a 
combination thereof, at the election of Holder:

     (i)  CASH EXERCISE: cash, certified check or cashiers check or wire 
transfer, or 

     (ii) CASHLESS EXERCISE: subject to the last sentence of this Section 3, 
surrender of this Warrant at the principal office of the Company together with 
notice of cashless election, in which event the Company shall issue Holder a 
number of shares of  Common Stock computed using the following formula     

               X=Y(A-B)/A
    
where:    X =  the number of shares of Common Stock to be issued to Holder.
    
          Y =  the number of shares of Common Stock for which this Warrant is 
               being exercised.
    
          A =  the Market Price of one (1) share of Common Stock (for purposes 
               of this Section 3(ii), the "Market Price" shall be defined as the
               average closing price of the Common Stock for the five (5) 
               trading days prior to the Date of Exercise of this Warrant (the
               "Average Closing Price"), as reported by the National Association
               of Securities Dealers Automated Quotation System ("Nasdaq"), or 
               if the Common Stock is not traded on the Nasdaq Small Cap Market,
               the Average Closing Price in the over-the-counter market; 
               provided, however, that if the Common Stock is listed on a stock
               exchange, the Market Price shall be the Average Closing Price on 
               such exchange. If the Common Stock is/was not traded during the 

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               five (5)trading days prior to the Date of Exercise, then the 
               closing price for the last publicly traded day shall be deemed to
               be the closing price for any and all (if applicable) days during 
               such five (5) trading day period.
    
          B =  the Exercise Price.
    
For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, 
understood and acknowledged that the Common Stock issuable upon exercise of this
Warrant in a cashless exercise transaction shall be deemed to have been acquired
at the time this Warrant was issued. Moreover, it is intended, understood and 
acknowledged that the holding period for the Common Stock issuable upon exercise
of this Warrant in a cashless exercise transaction shall be deemed to have 
commenced on the date this Warrant was issued.
    
Notwithstanding anything to the contrary contained herein, this Warrant may not 
be exercised in a cashless exercise transaction if, on the Date of Exercise, the
shares of Common Stock to be issued upon exercise of this Warrant would upon 
such issuance (x) be immediately transferable in the United States free of any 
restrictive legend, including without limitation under Rule 144; (y) be then
registered pursuant to an effective registration statement filed pursuant to 
that certain Registration Rights Agreement dated on or about June 20, 1997 by 
and among the Company and certain investors; or (z) otherwise be registered 
under the Securities Act of 1933, as amended.
    
     4.   TRANSFER AND REGISTRATION.
    
     (a)  TRANSFER RIGHTS. Subject to the provisions of Section 8 of this 
Warrant, this Warrant may be transferred on the books of the Company, in whole 
or in part, in person or by attorney, upon surrender of this Warrant properly 
endorsed. This Warrant shall be canceled upon such surrender and, as soon as 
practicable thereafter, the person to whom such transfer is made shall be 
entitled to receive a new Warrant or Warrants as to the portion of this Warrant 
transferred and Holder shall be entitled to receive a new Warrant as to the 
portion hereof retained.
    
     (b)  REGISTRABLE SECURITIES. The Common Stock issuable upon the exercise of
this Warrant constitutes "Registrable Securities" under that certain 
Registration Rights Agreement dated on or about lune 20, 1997 between the 
Company and certain investors and, accordingly, has the benefit of the 
registration rights pursuant to that agreement. 

     5.   ANTI-DILUTION ADJUSTMENTS.
    
     (a)  STOCK DIVIDEND. If the Company shall at any time declare a dividend 
payable in shares of Common Stock, then Holder, upon Exercise of this Warrant 
after the record date for the determination of holders of Common Stock entitled 
to receive such dividend, shall be entitled to receive upon Exercise of this 
Warrant, in addition to the number of shares of Common Stock as to which this 
Warrant is exercised, such additional shares of Common Stock as such Holder 
would have received had this Warrant been exercised immediately prior to such 
record date and the Exercise Price will be proportionately adjusted.
    
     (b)  RECAPITALIZATION OR RECLASSIFICATION.  If the Company shall at any
time effect a recapitalization, reclassification or other similar transaction of
such character that the shares of Common Stock shall be changed into or become 
exchangeable for a larger or smaller number of shares, then upon the effective 
date thereof, the number of shares of Common Stock which Holder shall be 
entitled to purchase upon Exercise of this Warrant shall be increased or
decreased, as the case may be, in direct proportion to the increase or decrease 
in the number of shares of Common Stock by reason of such recapitalization,

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<PAGE>
    
reclassification or similar transaction, and the Exercise Price shall be, in the
case of an increase in the number of shares, proportionally decreased and, in 
the case of decrease in the number of shares, proportionally increased. The 
Company shall give Holder the same notice it provides to holders of Common Stock
of any transaction described in this Section 5(b). 
    
     (c)  DISTRIBUTIONS. If the Company shall at any time distribute for no 
consideration to holders of Common Stock cash, evidences of indebtedness or 
other securities or assets (other than cash dividends or distributions payable 
out of earned surplus or net profits for the current or preceding year) then, in
any such case, Holder shall be entitled to receive, upon Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such exercise,
the amount of cash or evidences of indebtedness or other securities or assets 
which Holder would have been entitled to receive with respect to each such share
of Common Stock as a result of the happening of such event had this Warrant been
xercised immediately prior to the record date or other date fixing shareholders 
to be affected by such event (the "Determination Date") or, in lieu thereof, if 
the Board of Directors of the Company should so determine at the time of such 
distribution, a reduced Exercise Price determined by multiplying the Exercise 
Price on the Determination Date by a fraction, the numerator of which is the 
result of such Exercise Price reduced by the value of such distribution 
applicable to one share of Common Stock (such value to be determined by the 
Board of Directors of the Company in its discretion) and the denominator of 
which is such Exercise Price.
    
     (d)  NOTICE OF CONSOLIDATION OR MERGER. In the event of a merger,
consolidation, exchange of shares, recapitalization, reorganization, or other 
similar event, as a result of which shares of Common Stock shall be changed into
the same or a different number of shares of the same or another class or classes
of stock or securities or other assets of the Company or another entity or there
is a sale of all or substantially all the Company's assets (a "Corporate
Change"), then this Warrant shall be exerciseable into such class and type of 
securities or other assets as Holder would have received had Holder exercised 
this Warrant immediately prior to such Corporate Change; provided, however, that
Company may not affect any Corporate Change unless it first shall have given 
thirty (30) business days notice to Holder hereof of any Corporate Change.
    
     (e)  EXERCISE PRICE ADJUSTED.  As used in this Warrant, the term "Exercise 
Price" shall mean the purchase price per share specified in Section 3 of this 
Warrant, until the occurrence of an event stated in subsection (a), (b) or (c) 
of this Section 5, and thereafter shall mean said price as adjusted from time to
time in accordance with the provisions of said subsection. No such adjustment 
under this Section 5 shall be made unless such adjustment would change the 
Exercise Price at the time by $.01 or more; provided, however, that all 
adjustments not so made shall be deferred and made when the aggregate thereof 
would change the Exercise Price at the time by $.01 or more.  No adjustment made
pursuant to any provision of this Section 5 shall have the net effect of 
increasing the Exercise Price. The number of shares of Common Stock subject 
hereto shall increase proportionately with each decrease in the Exercise Price.
    
     (f)  ADJUSTMENTS: ADDITIONAL SHARES, SECURITIES OR ASSETS.  In the event 
that at any time, as a result of an adjustment made pursuant to this Section 5, 
Holder shall, upon Exercise of this Warrant, become entitled to receive shares 
and/or other securities or assets (other than Common Stock) then, wherever 
appropriate, all references herein to shares of Common Stock shall be deemed to 
refer to and include such shares and/or other securities or assets; and 
thereafter the number of such shares and/or other securities or assets shall be 
subject to adjustment from time to time in a manner and upon terms as nearly 
equivalent as practicable to the provisions of this Section 5.
    
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     6.   FRACTIONAL INTERESTS

          No fractional or scrip representing fractional shares shall be 
issuable upon the Exercise of this Warrant, but on Exercise of this Warrant, 
Holder may purchase only a whole number of shares of Common Stock. If, on 
Exercise of this Warrant, Holder  would be entitled to a fractional share of 
Common Stock or a right to acquire a fractional share of Common Stock, such 
fractional share shall be disregarded and the number of shares of Common Stock 
issuable upon exercise shall be the next higher number of shares. 
    
     7.   RESERVATION OF SHARES.
    
     The Company shall at all times reserve for issuance such number of 
authorized and unissued shares of Common Stock (or other securities substituted 
therefor as herein above provided) as shall be sufficient for the Exercise of 
this Warrant and payment of the Exercise Price. The Company covenants and agrees
that upon the Exercise of this Warrant, all shares of Common Stock issuable
upon such exercise shall be duly and validly issued, fully paid, nonassessable 
and not subject to preemptive rights, rights of first refusal or similar rights 
of any person or entity.
    
     8.   RESTRICTIONS ON TRANSFER.
    
          (a)  REGISTRATION OR EXEMPTION REQUIRED. This Warrant has been issued
in a transaction exempt from the registration requirements of the Act by virtue 
of Regulation D and exempt from state registration under applicable state laws. 
The Warrant and the Common Stock issuable upon the Exercise of this Warrant may 
not be sold except pursuant to an effective registration statement or an 
exemption to the registration requirements of the Act and applicable state laws.
    
          (b) ASSIGNMENT. If Holder can provide the Company with reasonably 
satisfactory evidence that the conditions of (a) above regarding registration or
exemption have been satisfied, Holder may sell, transfer, assign, pledge or 
otherwise dispose of this Warrant, in whole or in part. Holder shall deliver a 
written notice to Company, substantially in the form of the Assignment attached 
hereto as Exhibit B, indicating the person or persons to whom the Warrant shall 
be assigned and the inspective number of warrants to be assigned to each 
assignee. The Company shall effect the assignment within ten (10) days, and 
shall deliver to the assignee(s) designated by Holder a Warrant or Warrants of 
like tenor and terms for the appropriate number of shares. 
    
     9.   BENEFITS OF THIS WARRANT.
    
          Nothing in this Warrant shall be construed to confer upon any person 
other than the Company and Holder any legal or equitable right, remedy or claim 
under this Warrant and this Warrant shall be for the sole and exclusive benefit 
of the Company and Holder.
    
     10.  APPLICABLE LAW.
    
     This Warrant is issued under and shall for all purposes be governed by and 
construed in accordance with the laws of the state of Delaware, without giving 
effect to conflict of law provisions thereof. 
    
     11.  LOSS OF WARRANT
    
     Upon receipt by the Company of evidence of the loss, theft, destruction or 
mutilation of this Warrant, and (in the case of loss, theft or destruction) of 
indemnity or 
    
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<PAGE>

security reasonably satisfactory to the Company, and upon surrender and 
cancellation of this Warrant, if mutilated, the Company shall execute and 
deliver a new Warrant of like tenor and date. 
    
     12.  NOTICE OR DEMANDS.
    
Notices or demands pursuant to this Warrant to be given or made by Holder to or 
on the Company shall be sufficiently given or made if sent by certified or 
registered mail, return receipt requested, postage prepaid, and addressed, 
until another address is designated in writing by the Company, to Attention: 
President, 608 S. Washington Street, Suite l01,  Naperville, Illinois 60540, 
Telephone No. (630) 428-2862, Telecopy No. (630) 428-2864. Notices or demands 
pursuant to this Warrant to be given or made by the Company to or on Holder 
shall be sufficiently given or made if sent by certified or registered mail, 
return receipt requested, potage prepaid. and addressed, to the address of 
Holder set forth in the Company's records, until another address is designated 
in writing by Holder.
    
    IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the 20th
day of June, 1997.
    
                              MEDCARE TECHNOLOGIES, INC.

                              By:___________________________
                              Harmel S. Rayat, President

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<PAGE>

                                 EXHIBIT A
    
                               EXERCISE FORM
    
                     TO: MEDCARE TECHNOLOGIES, INC.
    
     The undersigned hereby irrevocably exercises the right to purchase ____ of 
the shares of common stock (the "Common Stock") of MEDCARE TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), evidenced by the attached warrant (the 
"Warrant''), and herewith makes payment of the exercise price with respect to 
such shares in full, all in accordance with the conditions and provisions of 
said Warrant.
    
1.   The undersigned agrees not to offer, sell, transfer or otherwise dispose of
any of the Common Stock obtained on exercise of the Warrant, except in 
accordance with the provisions of Section 8(a) of the Warrant.
    
2.   The undersigned requests that stock certificates for such shares be issued 
free of any restrictive legend, if appropriate, and a warrant representing any 
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned and delivered to the undersigned at the address set forth below:
    
Dated:
    ____________________________________________
                    Signature

____________________________________________
                    Print Name

____________________________________________
                    Address

________________________________________________________________________________
NOTICE

The signature to the foregoing Exercise Form must correspond to the name as 
written upon the face of the attached Warrant in every particular, without 
alteration or enlargement or any change whatsoever. 
________________________________________________________________________________
    
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<PAGE>

                                     EXHIBIT B
    
                                     ASSIGNMENT
    
                       (To be executed by the registered holder
                           desiring to transfer the Warrant)
    
FOR VALUE RECEIVED, the undersigned holder of the attached warrant (the 
"Warrant") hereby sells, assigns and transfers unto the person or persons below 
named the right to purchase shares of the common stock of MEDCARE TECHNOLOGIES, 
INC., evidenced by the attached Warrant and does hereby irrevocably constitute 
and appoint attorney to transfer the said Warrant on the books of the Company, 
with full power of substitution in the premises. 
    
Dated:         __________________________
                       Signature
    
Fill in for new registration of Warrant:
    

               ____________________________________________
                                   Name

               ____________________________________________
                                 Address

               ____________________________________________
                 Please print name and address of assignee
                        (including zip code number)
    
________________________________________________________________________________
NOTICE
    
The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.
    
________________________________________________________________________________

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