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                                                                   EXHIBIT 10.24


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.

                                     WARRANT
                      TO PURCHASE SHARES OF COMMON STOCK OF
                           CALIPER TECHNOLOGIES CORP.
                  DATED OCTOBER 11, 1996 (THE "EFFECTIVE DATE")

         WHEREAS, Caliper Technologies Corp., a Delaware corporation (the
"Company"), has entered into that certain Option Agreement dated as of August 3,
1995, as amended on August 25, 1995, with Michael R. Knapp (the
"Warrantholder"); and

         WHEREAS, the Company desires to grant to Warrantholder, pursuant to
such Option Agreement, the right to purchase shares of its Common Stock;

         NOW, THEREFORE, in consideration of the Warrantholder's performance
under the Option Agreement and in consideration of the mutual covenants and
agreements contained herein, the Company and Warrantholder agree as follows:

1.       GRANT OF THE RIGHT TO PURCHASE COMMON STOCK.

         The Company hereby grants to the Warrantholder, and the Warrantholder
is entitled, upon the terms and subject to the conditions hereinafter set forth,
to subscribe to and purchase from the Company, Thirty Thousand (30,000) fully
paid and non-assessable shares of the Company's Common Stock ("Common Stock") at
a purchase price of $0.7825135 per share (the "Exercise Price"). The type or
class, number and purchase price of such shares is each subject to adjustment as
provided herein.

2.       TERM OF THE WARRANT.

         Except as otherwise provided for herein, the term of this Warrant and
the right to purchase Common Stock as granted herein shall commence on the
Effective Date and shall be exercisable until October 11, 2006 (the "Expiration
Date").

3.       EXERCISE OF THE PURCHASE RIGHTS.

         (a) The purchase rights set forth in this Warrant are exercisable by
the Warrantholder, in whole or in part, at any time, or from time to time, prior
to the expiration of the term set forth in Section 2 above, by tendering to the
Company at its principal office a notice of exercise in the form attached hereto
as Exhibit A (the "Notice of Exercise"), duly completed and executed. Promptly
upon receipt of the Notice of Exercise and the payment of the purchase price in
accordance with the terms set forth below, and in no event later than twenty-one
(21) days

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thereafter, the Company shall issue to the Warrantholder a certificate for the
number of shares of Common Stock purchased and shall execute an acknowledgment
of exercise in the form attached hereto as Exhibit B ("Acknowledgement of
Exercise") indicating the number of shares which remain subject to future
purchases, if any.

         (b) The Exercise Price may be paid at the Warrantholder's election
either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance")
as determined below. If the Warrantholder elects the Net Issuance method, the
Company will issue Common Stock in accordance with the following formula:

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

Where:            X = the number of shares of Common Stock to be issued to the
                      Warrantholder.

                  Y = the number of shares of Common Stock requested to be
                      exercised under this Warrant.

                  A = the fair market value of one (1) share of Common Stock
                      (at the date of such calculation).

                  B = the Exercise Price (as adjusted to the date of such
                      calculation).

For purposes of the above calculation, fair market value of one share of Common
Stock shall be determined by the Company's Board of Directors in good faith;
provided, however, that where there is a public market for the Company's Common
Stock, the fair market value per share shall be the average of the closing
prices of the Company's Common Stock quoted on the National Market System of The
Nasdaq Stock Market (or similar system) or on any exchange on which the Common
Stock is listed, whichever is applicable, over the twenty-one (21) day period
ending three (3) days before the day the current fair market value is being
determined.

         (c) Upon partial exercise by either cash or Net Issuance, the Company
shall promptly issue an amended Warrant representing the remaining number of
shares purchasable hereunder. All other terms and conditions of such amended
Warrant shall be identical to those contained herein, including, but not limited
to the Effective Date hereof.

4.       RESERVATION OF SHARES. During the term of this Warrant, the Company
will at all times have authorized and reserved a sufficient number of shares of
its Common Stock to provide for the exercise of the rights to purchase Common
Stock as provided for herein.

5.       NO FRACTIONAL SHARES OR SCRIP.

         No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of the Warrant, but in lieu of such fractional shares
the Company shall make a cash payment therefor upon the basis of the Exercise
Price then in effect.



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6.       NO RIGHTS AS SHAREHOLDER.

         This Warrant does not entitle the Warrantholder to any voting rights or
other rights as a shareholder of the Company prior to the exercise of the
Warrant.

7.       WARRANTHOLDER OF RECORD.

         The Company shall maintain a record showing the name and address of the
registered holder of this Warrant.

8.       ADJUSTMENT RIGHTS.

         This purchase price per share and the number of shares of Common Stock
and the type or class of capital stock purchasable hereunder are subject to
adjustment, as follows:

         (a) MERGER AND SALE OF ASSETS. If at any time there shall be a capital
reorganization of the shares of the Company's stock (other than a
reclassification, subdivision or combination of shares otherwise provided for
below), or a merger or consolidation of the Company with or into another
corporation when the Company is not the surviving corporation, or the sale of
all or substantially all of the Company's properties and assets to any other
person (hereinafter referred to as a "Merger Event"), then, as a part of such
Merger Event, lawful provision shall be made so that the Warrantholder shall
thereafter be entitled to receive, upon exercise of the Warrant, the number of
shares of common stock or other securities of the successor corporation
resulting from such Merger Event, equivalent in value to that which would have
been issuable if Warrantholder had exercised this Warrant immediately prior to
the Merger Event. In any such case, appropriate adjustment (as determined in
good faith by the Company's Board of Directors) shall be made in the application
of the provisions of this Warrant with respect to the rights and interest of the
Warrantholder after the Merger Event to end that the provisions of this Warrant
(including adjustments of the Exercise Price and number of shares of Common
Stock purchasable) shall be applicable to the greatest extent possible.

         (b) RECLASSIFICATION OF SHARES. If the Company at any time shall, by
combination, reclassification, exchange or subdivision of securities or
otherwise, change any of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, this Warrant shall thereafter represent the right to acquire
such number and kind of securities as would have been issuable as the result of
such change with respect to the securities which were subject to the purchase
rights under this Warrant immediately prior to such combination,
reclassification, exchange, subdivision or other change.

         (c) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time
shall subdivide or combine its Common Stock, the Exercise Price shall be
proportionately decreased in the case of a subdivision, or proportionately
increased in the case of a combination.

         (d) STOCK DIVIDENDS. If the Company at any time shall pay a dividend
payable in, or make any other distribution (except any distribution specifically
provided for in the foregoing subsections (a) or (b)) of the Company's stock,
then the Exercise Price shall be adjusted, from and after the record date of
such dividend or distribution, to that price determined by multiplying the
Exercise Price in effect immediately prior to such record date by a fraction (i)
the numerator



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of which shall be the total number of all shares of the Company's stock
outstanding immediately prior to such dividend or distribution, and (ii) the
denominator of which shall be the total number of all shares of the Company's
stock outstanding immediately after such dividend or distribution. The
Warrantholder shall thereafter be entitled to purchase, at the Exercise Price
resulting from such adjustment, the number of shares of Common Stock (calculated
to the nearest whole share) obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
issuable upon the exercise hereof immediately prior to such adjustment and
dividing the product thereof by the Exercise Price resulting from such
adjustment.

         (e) NOTICE TO WARRANTHOLDER. The Company shall provide notice to the
Warrantholder of the events specified in this Section 8 which notice shall be in
advance of the event where Warrantholder's rights hereunder would be prejudiced
without such advance notice.

9.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

         (a) RESERVATION OF COMMON STOCK. The Common Stock issuable upon
exercise of the Warrantholder's rights has been duly and validly reserved and,
when issued in accordance with the provisions of this Warrant, will be validly
issued, fully paid and non-assessable, and will be free of any taxes, liens,
charges or encumbrances of any nature whatsoever; provided, however, that the
Common Stock issuable pursuant to this Warrant may be subject to restrictions on
transfer under state and/or Federal securities laws. The issuance of
certificates for shares of Common Stock upon exercise of the Warrant shall be
made without charge to the Warrantholder for any issuance tax in respect
thereof, or other cost incurred by the Company in connection with such exercise
and the related issuance of shares of Common Stock. The Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
and the issuance and delivery of any certificate in a name other than that of
the Warrantholder.

         (b) ARTICLES AND BYLAWS. The Company has made available to
Warrantholder true, complete and correct copies of its Restated Certificate of
Incorporation and Bylaws, as amended, through the Effective Date and shall
promptly provide the Warrantholder with any restatement, amendment,
modification, or waiver thereof.

         (c) DUE AUTHORITY. The execution and delivery by the Company of this
Warrant and the performance of all obligations of the Company hereunder,
including the issuance to Warrantholder of the right to acquire the shares of
Common Stock, have been duly authorized by all necessary corporate action on the
part of the Company, and, to the Company's knowledge, this Warrant is not
inconsistent with the Company's Restated Certificate of Incorporation or Bylaws,
does not contravene any law or governmental rule, regulation or order applicable
to it, does not and will not contravene any provision of, or constitute a
default under, any indenture, mortgage, contract or other instrument to which it
is a party or by which it is bound, and this Warrant constitutes a legal, valid
and binding agreement of the Company, enforceable in accordance with its terms.

         (d) CONSENTS AND APPROVALS. No consent or approval of, giving of notice
to, registration with, or taking of any other action in respect of any state,
Federal or other

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governmental authority or agency is required with respect to the execution,
delivery and performance by the Company of its obligations under this Warrant,
except for the filing of a notice pursuant to Section 25102(f) of the California
Corporate Securities Law, which filing will be effective by the time required
thereby.

         (e) ISSUED SECURITIES. All issued and outstanding shares of capital
stock of the Company have been duly authorized and validly issued and are fully
paid and nonassessable. All outstanding shares of capital stock were issued in
full compliance with all Federal and state securities laws. In accordance with
the Company's Restated Certificate of Incorporation, no shareholder of the
Company has preemptive rights to purchase new issuances of the Company's capital
stock.

         (f) EXEMPT TRANSACTION. Subject to the accuracy of the Warrantholder's
representations in Section 10 hereof, the issuance of the Common Stock upon
exercise of this Warrant will constitute a transaction exempt from (i) the
registration requirements of Section 5 of the 1933 Act, in reliance upon Section
4(2) thereof, and (ii) the qualification requirements of the applicable state
securities laws, including, but not limited to the California Corporate
Securities Law of 1968, in reliance upon Section 25102(f) thereof.

         (g) COMPLIANCE WITH RULE 144. At the written request of the
Warrantholder, who proposes to sell Common Stock issuable upon the exercise of
the Warrant in compliance with Rule 144 promulgated by the Securities and
Exchange Commission, the Company shall furnish to the Warrantholder, within ten
(10) days after receipt of such request, a written statement confirming the
Company's compliance with the filing requirements of the Securities and Exchange
Commission as set forth in such Rule, as such Rule may be amended from time to
time.

10.      REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

         This Warrant has been entered into by the Company in reliance upon the
following representations and covenants of the Warrantholder:

         (a) INVESTMENT PURPOSE. The Warrant or the Common Stock issuable upon
exercise of the Warrant will be acquired for investment and not with a view to
the sale or distribution of any part thereof, and the Warrantholder has no
present intention of selling or engaging in any public distribution of the same
except pursuant to a registration or exemption.

         (b) PRIVATE ISSUE. The Warrantholder understands (i) that the Warrant
and the Common Stock issuable upon exercise of this Warrant is not registered
under the 1933 Act or qualified under applicable state securities laws on the
ground that the issuance contemplated by this Warrant will be exempt from the
registration and qualifications requirements thereof, and (ii) that the
Company's reliance on such exemption is predicated on the representations set
forth in this Section 10.

         (c) DISPOSITION OF WARRANTHOLDER'S RIGHTS. In no event will the
Warrantholder make a disposition of the Warrant or the Common Stock issuable
upon exercise of the Warrant unless and until (i) it shall have notified the
Company of the proposed disposition, and (ii) if requested by the Company, it
shall have furnished the Company with an opinion of counsel



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(which counsel may either be inside or outside counsel to the Warrantholder)
satisfactory to the Company and its counsel to the effect that (A) appropriate
action necessary for compliance with the 1933 Act has been taken, or (B) an
exemption from the registration requirements of the 1933 Act is available.
Notwithstanding the foregoing, the restrictions imposed upon the transferability
of any of its rights to acquire Common Stock or Common Stock issuable on the
exercise of such rights do not apply to transfers from the beneficial owner of
any of the aforementioned securities to its nominee or from such nominee to its
beneficial owner, and shall terminate as to any particular share of Common Stock
when (1) such security shall have been effectively registered under the 1933 Act
and sold by the holder thereof in accordance with such registration or (2) such
security shall have been sold without registration in compliance with Rule 144
under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder
at its request by the staff of the Securities and Exchange Commission or a
ruling shall have been issued to the Warrantholder at its request by such
Commission stating that no action shall be recommended by such staff or taken by
such Commission, as the case may be, if such security is transferred without
registration under the 1933 Act in accordance with the conditions set forth in
such letter or ruling and such letter or ruling specifies that no subsequent
restrictions on transfer are required. Whenever the restrictions imposed
hereunder shall terminate, as hereinabove provided, the Warrantholder or holder
of a share of Common Stock then outstanding as to which such restrictions have
terminated shall be entitled to receive from the Company, without expense to
such holder, one or more new certificates for the Warrant or for such shares of
Common Stock not bearing any restrictive legend.

         (d) FINANCIAL RISK. The Warrantholder has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its
investment.

         (e) RISK OF NO REGISTRATION. The Warrantholder understands that if the
Company does not register with the Securities and Exchange Commission pursuant
to Section 12 of the 1933 Act, or file reports pursuant to Section 15(d), of the
Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement
covering the securities under the 1933 Act is not in effect when it desires to
sell (i) the Warrant, or (ii) the Common Stock issuable upon exercise of the
Warrant, it may be required to hold such securities for an indefinite period.
The Warrantholder also understands that any sale of the Warrant or the Common
Stock issuable upon exercise of the Warrant which might be made by it in
reliance upon Rule 144 under the 1933 Act may be made only in accordance with
the terms and conditions of that Rule.

11.      TRANSFERS.

         Subject to the terms and conditions contained in Section 10 hereof and
the Company's Restated Certificate of Incorporation and Bylaws, this Warrant and
all rights hereunder are transferable in whole or in part by the Warrantholder
and any successor transferee, provided, however, in no event shall the number of
transfers of the rights and interests in all of the Warrants exceed three (3)
transfers. The transfer shall be recorded on the books of the Company upon
receipt by the Company of a notice of transfer in the form attached hereto as
Exhibit C (the "Transfer Notice"), at its principal offices and the payment to
the Company of all transfer taxes and other governmental charges imposed on such
transfer.



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12.      MISCELLANEOUS.

         (a) EFFECTIVE DATE. The provisions of this Warrant shall be construed
and shall be given effect in all respects as if it had been executed and
delivered by the parties on the date hereof. This Warrant shall be binding upon
any successors or assigns of the parties.

         (b) ATTORNEY'S FEES. In any litigation, arbitration or court proceeding
between the Company and the Warrantholder relating hereto, the prevailing party
shall be entitled to attorneys' fees and expenses and all costs of proceedings
incurred in enforcing this Warrant.

         (c) GOVERNING LAW. This Warrant shall be governed by and construed for
all purposes under and in accordance with the laws of the State of California.

         (d) COUNTERPARTS. This Warrant may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         (e) NOTICES. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery,
facsimile transmission (provided that the original is sent by personal delivery
or mail as hereinafter set forth) or seven (7) days after deposit in the United
States mail, by registered or certified mail, addressed (i) to the Warrantholder
at 622 Seacliff Drive, Aptos, California, 95003 (and/or, if by facsimile, (408)
689-9614) and (ii) to the Company at 3180 Porter Drive, Bldg B, Palo Alto, CA
94304, attention: Calvin Y. H. Chow (and/or if by facsimile, (415) 842-1970) or
at such other address as any such party may subsequently designate by written
notice to the other party.

         (f) REMEDIES. In the event of any default hereunder, the non-defaulting
party 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 default, and/or an action for specific performance for any
default where Warrantholder will not have an adequate remedy at law and where
damages will not be readily ascertainable. The Company expressly agrees that it
shall not oppose an application by the Warrantholder or any other person
entitled to the benefit of this Warrant requiring specific performance of any or
all provisions hereof or enjoining the Company from continuing to commit any
such breach of this Warrant.

         (g) NO IMPAIRMENT OF RIGHTS. The Company will not, by amendment of its
Certificate or through any other means, 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
actions as may be necessary or appropriate in order to protect the rights of the
Warrantholder against impairment.

         (h) SURVIVAL. The representations, warranties, covenants and conditions
of the respective parties contained herein or made pursuant to this Warrant
shall survive the execution and delivery of this Warrant.

         (i) SEVERABILITY. In the event any one or more of the provisions of
this Warrant shall for any reason be held invalid, illegal or unenforceable, the
remaining provisions of this Warrant shall be unimpaired, and the invalid,
illegal or unenforceable provision shall be replaced by a


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mutually acceptable valid, legal and enforceable provision, which comes closest
to the intention of the parties underlying the invalid, illegal or unenforceable
provision.

         (j) AMENDMENTS. Any provision of this Warrant may be amended by a
written instrument signed by the Company and by the Warrantholder.





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         IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
executed by its officers thereunto duly authorized as of the Effective Date.

                                  CALIPER TECHNOLOGIES CORP.



                                  By:  /s/ Lawrence A. Bock
                                     -------------------------------------------
                                           Lawrence A. Bock
                                           President and Chief Executive Officer





                                  By:   /s/ Michael R. Knapp
                                     -------------------------------------------
                                            Michael R. Knapp