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                                                                   EXHIBIT 4(f)



 THE WARRANTS AND COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS HAVE NOT BEEN
  REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "ACT"), AND THE
   WARRANTS AND COMMON STOCK ISSUABLE ON EXERCISE OF WARRANTS MAY NOT BE SOLD
        UNLESS THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE
          WARRANTS AND COMMON STOCK OR THERE IS AVAILABLE AN EXEMPTION
                  FROM THE REGISTRATION REQUIREMENTS OF THE ACT

Void after 5:00 P.M., New York City time, on _______, 2007

               WARRANT TO PURCHASE [_____] SHARES OF COMMON STOCK

                                     OF

                               RESPONSE USA, INC.

            This is to certify that, for value received, [_______], or assigns
(the "Holder" or "Holders") is entitled to purchase, subject to the provisions
of this warrant, from Response USA, Inc., a Delaware corporation (the
"Company"), [_____] Thousand (______) fully paid and nonassessable shares (the
"Warrant Shares" or the "Shares") of the common stock, of the Company (the
"Common Stock"), at an exercise price of $2.00 per share (the "Purchase Price").
Of such [______] Thousand (_______) shares, [50%] Thousand (_______) shares may
be purchased at any time during the period commencing _________, 1998 (the
"Exercise Commencement Date"), and [50%] Thousand (________) shares may be
purchased at any time during the period commencing _______, 1999, in each case
until 5:00 P.M., New York City time, on ________, 2007 (which shall be referred
to herein as the "Exercise Term"), subject to adjustment as set forth
hereinafter. This warrant, and any warrant resulting from a transfer or
subdivision of this warrant shall sometimes
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hereinafter be referred to as a "Warrant." The number of shares of Common Stock
to be received upon the exercise of this Warrant and the price to be paid for a
share of Common Stock may be adjusted from time to time as set forth in Section
7 below.

            1. EXERCISE OF WARRANT. This Warrant shall entitle the Holder hereof
to purchase the Warrant Shares covered hereby at an exercise price of $2.00 per
share of Common Stock. This Warrant may also be exercised in whole or in part at
any time or from time to time during the period commencing on the Exercise
Commencement Date through the last day of the Exercise Term, or if such day is a
day on which banking institutions in the State of New York are authorized by law
to close, then on the next succeeding day which shall not be such a day, by
either of the following methods: (a) the Holder may surrender this Warrant to
the Company at its principal office, or at the office of its stock transfer
agent, if any, with the Purchase Form annexed hereto duly executed and
accompanied by payment of the Purchase Price for the number of shares specified
in such form; or (b) the Holder may also exercise this Warrant, in whole or in
part, in a "cashless" or "net-issue" exercise by delivering to the offices of
the Company or its stock transfer agent, this Warrant, together with a
subscription notice specifying the number of Warrant Shares to be delivered to
such Holder ("Deliverable Shares") and the number of Warrant Shares with respect
to which this Warrant is being surrendered in payment of the aggregate Purchase
Price for the Deliverable Shares ("Surrendered Shares");


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provided that the Purchase Price multiplied by the number of Deliverable Shares
shall not exceed the value of the Surrendered Shares; and provided further that
the sum of the number of Deliverable Shares and the number of Surrendered Shares
so specified shall not exceed the aggregate Warrant Shares represented by this
Warrant. For the purposes of this provision, each Warrant Share as to which this
Warrant is surrendered will be attributed a value equal to the fair market value
(as defined below) of the Warrant Share minus the Purchase Price of the Warrant
Shares. For the purposes of this Warrant, "Fair market value" shall equal the
closing trading price of the Common Stock, on the principal trading exchange or
market for the Common Stock (the "Principal Market") on the date of
determination or, if the Common Stock is not listed or admitted to trading on
any national securities exchange, the average of the closing bid and asked
prices on the over-the-counter market as furnished by any New York Stock
Exchange member firm reasonably selected from time to time by the Company for
that purpose and reasonably acceptable to the Holder, or, if the Common Stock is
not listed or traded over-the-counter and the average price cannot be determined
as contemplated above, the fair market value of the Common Stock shall be as
reasonably determined in good faith by the Company's Board of Directors with the
concurrence of the Holder. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver, at the Company's expense, a new Warrant evidencing the rights of


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the Holder thereof to purchase the balance of the shares purchasable hereunder.
Upon receipt by the Company of this Warrant at its office, or by the stock
transfer agent of the Company at its office, in proper form for exercise and
accompanied by the appropriate payment for the Warrant Shares issuable upon such
exercise, the Holder shall be deemed to be the holder of record of such Warrant
Shares, notwithstanding that the stock transfer books of the Company shall then
be closed or that certificates representing such Warrant Shares shall not then
be actually delivered to the Holder. Certificates for the Warrant Shares shall
be delivered to the Holder as soon as practicable following the exercise of this
warrant and in any event within three (3) trading days thereafter.

            2. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

      (a) The Company shall take all necessary action and proceedings as may be
required and permitted by applicable law, rules and regulations, including,
without limitation, the notification of the Principal Market, for the legal and
valid issuance of this Warrant and the Warrant Shares to the Holder under this
Warrant.

      (b) The Warrant Shares, when issued in accordance with the terms hereof,
will be duly authorized and, when paid for or issued in accordance with the
terms hereof, shall be validly issued, fully paid and non-assessable.

      (c) With a view to making available to Holder the benefits of Rule 144
promulgated under the Act any other rule or


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regulation of the Securities and Exchange Commission ("SEC") that may at any
time permit Holder to sell securities of the Company to the public without
registration, the Company agrees to use its reasonable best efforts to furnish
to any Holder forthwith upon request a written statement by the Company that it
has complied with the reporting requirements of Rule 144 and of the Securities
Act of 1933, as amended (the "Securities Act") and the Exchange Act, a copy of
the most recent annual or quarterly report of the Company, and such other
reports and documents so filed by the Company as may be reasonably requested to
permit any such Holder to take advantage of any rule or regulation of the SEC
permitting the selling of any such securities without registration.

            3. RESERVATION OF SHARES. The Company hereby agrees that at all
times there shall be reserved for issuance and delivery upon exercise of this
Warrant, such number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of this Warrant.

            4. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. Any
fraction of a share called for upon any exercise hereof shall be cancelled.

            5. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant
is exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company at its office or at the office of its stock
transfer agent, if any, for other Warrants of different denominations entitling
the


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Holder thereof to purchase in the aggregate the same number of shares of Common
Stock as are purchasable hereunder. Subject to Section 10 hereof, upon surrender
of this Warrant to the Company at its principal office or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and funds sufficient to pay the applicable transfer tax, if any, the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee named in such instrument of assignment and this Warrant shall
promptly be cancelled. This Warrant may be divided or combined with other
Warrants which carry the same rights upon presentation thereof at the office of
the Company or at the office of its stock transfer agent, if any, together with
a written notice signed by the Holder hereof specifying the names and
denominations in which new Warrants are to be issued. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or
destruction, of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date. Any such new Warrant, when executed and
delivered, shall constitute an additional contractual obligation on the part of
the Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.


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            6. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder of the Company until exercise hereof.
However, in the event of any taking by the Company of a record of the holders of
any class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend (other than a cash dividend) or other
distribution, any right to subscribe for purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right, the Company shall mail to each Holder, at least 20 days prior
to the date specified therein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend, distribution or right,
and the amount and character of such dividend, distribution or right.

            7. REGISTRATION UNDER THE SECURITIES ACT OF 1933. The Warrant Shares
issuable upon exercise of this Warrant will be registered under the Securities
Act as set forth in the registration rights agreement between the Company and
the Holder dated as of the date hereof and will be listed on each market or
exchange on which the shares of capital stock into which this warrant is then
exercisable are then traded.

            7. (A) SUBDIVISION AND COMBINATION. In case the Company shall at any
time (i) combine or subdivide the outstanding shares of Common Stock, or (ii)
declare a dividend or distribution to its stockholders of its shares of Common
Stock, which dividend or distribution is payable in Common Stock or


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rights convertible into Common Stock, the Purchase Price shall forthwith be
proportionately increased or decreased, as the case may be.

                  (B) ADJUSTMENT IN NUMBER OF SHARES.

            Upon each adjustment of the Purchase Price pursuant to the
provisions of this Section (7), the number of Shares issuable upon the exercise
of each Warrant shall be adjusted to the nearest full Share by multiplying a
number equal to the Purchase Price in effect immediately prior to such
adjustment by the number of Shares issuable upon exercise of the Warrants
immediately prior to such adjustment and dividing the product so obtained by the
adjusted Purchase Price.

                  (C) If at any time after the date hereof, the Company
distributes to holders of its Common Stock, other than as part of its
dissolution, liquidation or the winding up of its affairs, any shares of its
capital stock, any evidence of indebtedness or any of its assets (other than
cash, Common Stock or securities convertible into Common Stock), then the number
of Warrant Shares for which this Warrant is exercisable shall be adjusted to
equal: (i) the number of Warrant Shares for which this Warrant is exercisable
immediately prior to such event, (ii) multiplied by a fraction, (A) the
numerator of which shall be the fair market value per share of Common Stock on
the record date for the dividend or distribution, and (B) the denominator of
which shall be the fair market value per share of Common Stock on the record
date for the divided or distribution minus the amount


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allocable to one share of Common Stock of the value (as jointly determined in
good faith by the Board of Directors of the Company and the Holder) of any and
all such evidences of indebtedness, shares of capital stock, other securities or
property, so distributed. The Purchase Price shall be adjusted to equal: (i) the
Purchase Price in effect immediately before the occurrence of any event (ii)
multiplied by a fraction, (A) the numerator of which is the number of Warrant
Shares for which this Warrant is exercisable immediately before the adjustment,
and (B) the denominator of which is the number of Warrant Shares for which this
Warrant is exercisable immediately after the adjustment.

            8. (A) RECLASSIFICATION, REORGANIZATION, CONSOLIDATION, MERGER, ETC.
In case of any reclassification, reorganization or other change of the
outstanding shares of Common Stock (other than a change in par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), or in the case of any consolidation of the Company with, or merger
of the Company with or into, another corporation (other than a consolidation or
merger in which the Company is the surviving corporation and which does not
result in any reclassification, reorganization, change or exchange of the
outstanding shares of Common Stock, except a change as a result of a subdivision
or combination of such shares or a change in par value, as aforesaid), or in the
case of a sale or conveyance to another corporation of all or a substantial part
of the assets or property of the Company, the Holder shall


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thereafter have the right to purchase the kind and number of shares of stock and
other securities and property receivable upon such reclassification, change
(subject to further adjustment in accordance with the terms of this Warrant),
consolidation, merger, sale or conveyance as if the Holder were the owner of the
shares of Common Stock underlying the Warrants immediately prior to any such
events at a price equal to the product of (x) the number of shares issuable upon
exercise of the Warrants and (y) the Purchase Price in effect immediately prior
to the record date for such reclassification, change, consolidation, merger,
sale or conveyance as if such Holder had exercised the Warrants. It shall be a
condition of any such merger, consolidation or sale that the surviving or
successor corporation, as the case may be, expressly agree to be bound by the
terms of this Warrant.

      (b) CHANGE OF CONTROL. Notwithstanding any provision to the contrary
contained herein, if at any time (x) there occurs any consolidation or merger of
the Company with or into any other corporation or other entity or person
(whether or not the Company is the surviving corporation), or any other
corporate reorganization or transaction or series of related transactions in
which in excess of 50% of the Company's voting power is transferred through a
merger, consolidation, tender offer or similar transaction, (y) in excess of 50%
of the Company's Board of Directors consists of directors not nominated by the
prior Board of Directors of the Company, or (z) any person (as defined in
Section 13(d) of the Securities Exchange Act of 1934, as

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amended (the "Exchange Act")), together with its affiliates and associates (as
such terms are defined in Rule 405 under the Securities Act of 1933, as amended
(the "Act")), beneficially owns or is deemed to beneficially own (as described
in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise
period) in excess of 50% of the Company's voting power (the events in the
foregoing clauses (x), (y) and (z) collectively referred to as a "Change in
Control Transaction"), then upon announcement by the Company or any other person
of the proposal or commencement of any transaction or plan intended, or likely
to, result in a Change in Control Transaction, this Warrant shall become
immediately exercisable at the election of Holder.

      (c) PURCHASE PRICE ADJUSTMENT. In the event that the Company issues or
sells any Common Stock or securities which are convertible into or exchangeable
for its Common Stock or any convertible securities, or any warrants or other
rights to subscribe for or to purchase or any options for the purchase of its
Common Stock or any such convertible securities (other than shares or options
issued or which may be issued pursuant to the Company's employee or director
option plans or shares issued upon exercise of options, warrants or rights
outstanding on the date of this Warrant and listed in the Company's most recent
periodic report filed under the Exchange Act) at an effective purchase price per
share which is less than the fair market value (as defined above) of the Common
Stock on the trading day next preceding such issue or sale, then in each such
case, the

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Purchase Price in effect immediately prior to such issue or sale shall be
reduced effective concurrently with such issue or sale to an amount determined
by multiplying the Purchase Price then in effect by a fraction, (x) the
numerator of which shall be the sum of (1) the number of shares of Common Stock
outstanding immediately prior to such issue or sale, plus (2) the number of
shares of Common Stock which the aggregate consideration received by the Company
for such additional shares would purchase at such fair market value then in
effect; and (y) the denominator of which shall be the number of shares of Common
Stock of the Company outstanding immediately after such issue or sale.

            For the purposes of the foregoing adjustment, in the case of the
issuance of any convertible securities, warrants, options or other rights to
subscribe for or to purchase or exchange for, shares of Common Stock
("Convertible Securities"), the adjustment shall be made at the time the
Convertible Securities are converted, based upon the number of shares of Common
Stock issued at the time of conversion.

            The number of shares which may be purchased hereunder shall be
increased proportionately to any reduction in Purchase Price pursuant to this
paragraph, so that after such adjustments the aggregate Purchase Price payable
hereunder for the increased number of Shares shall be the same as the aggregate
Purchase Price in effect for the Shares subject to this Warrant just prior to
such adjustments.

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            9. DEFINITION OF "COMMON STOCK." For the purpose of this Warrant,
the term "Common Stock" shall mean, in addition to the class of stock designated
as the Common Stock, $.008 par value, of the Company on the date hereof, any
class of stock resulting from successive changes or reclassifications of the
Common Stock consisting solely of changes in par value, or from par value to no
par value, or from no par value to par value. If at any time, as a result of an
adjustment made pursuant to one or more of the provisions hereof, the shares of
stock or other securities or property obtainable upon exercise of this Warrant
shall include securities of the Company other than shares of Common Stock or
securities of another corporation, then thereafter the amount of such other
securities so obtainable shall be subject to adjustment from time to time in a
manner and upon terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in Section (7) hereof and all other provisions
of this Warrant with respect to common Stock shall apply on like terms to any
such other shares or other securities.

            10. TRANSFER TO COMPLY WITH THE ACT. This Warrant or the Shares or
any other security issued or issuable upon exercise of this Warrant may not be
sold or otherwise disposed of except as follows:

                  a. to a person who, in the opinion of counsel reasonably
acceptable to the Company, is a person to whom this Warrant or Warrant Shares
may legally be transferred without


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registration and without the delivery of a current prospectus under the Act with
respect thereto and then only against receipt of a letter from such person in
which such person represents that he is acquiring the Warrants or Warrant Shares
for his own account for investment purposes and not with a view to distribution,
and in which such person agrees to comply with the provisions of this Section
(8) with respect to any resale or other disposition of such securities; or

                  b. to any person upon delivery of a prospectus then meeting
the requirements of the Act relating to such securities and the offering thereof
for such sale or disposition; or

                  c. to any person upon delivery to the Company of reasonable
assurances that such transfer was made in accordance
with the requirements of Rule 144 under the Act.

            11. NOTICE OF ADJUSTMENTS - NOTICES. Whenever the Purchase Price or
number of Shares purchasable hereunder shall be adjusted pursuant to the terms
and provisions hereof, the Company promptly shall execute and deliver to the
Holder a certificate setting forth, in reasonable detail, the event requiring
the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated and the Purchase Price and number of shares
purchasable hereunder after giving effect to such adjustment, and shall cause a
copy of such certificate to be mailed (by first class mail, postage prepaid) to
the Holder.


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            12. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly made when delivered, or mailed by registered or certified mail, return
receipt requested.

            13. SUCCESSORS. All the covenants and provisions of this Warrant by
or for the benefit of the Holder shall inure to the benefit of its successors
and assigns hereunder.

            14. TERMINATION. This Warrant will terminate on any earlier date
when it has been entirely exercised and all the Shares issuable upon exercise of
this Warrant have been resold to the public.

            15. GOVERNING LAW. This Warrant shall be deemed to be made under the
laws of the State of New York and for all purposes shall be construed in
accordance with the laws of said State.

            16. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Warrant and all
attachments hereto and all incorporation by references set forth herein, set
forth the entire agreement and understanding between the parties as to the
subject matter hereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them. This Warrant
may be amended, the Company may take any action herein prohibited or omit to
take any action herein required to be performed by it, and any breach of any
covenant, agreement, warranty or representation may be waived, only if the
Company has obtained the written consent or waiver of the Holder. No course of
dealing between or among any persons having any interest in this


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Warrant will be deemed effective to modify, amend or discharge any part of this
Warrant or any rights or obligations of any person under or by reason of this
Warrant.

                                       RESPONSE USA, INC.

                                       By:
                                           ----------------------------
                                       Name:  Richard M. Brooks
                                       Title: President


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                             RESPONSE USA, INC.

                                 ASSIGNMENT FORM

               (To be signed only upon assignment of Warrant)

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________________________________________________________
________________________________________________________________________________
(Name and address of assignee must be printed or typewritten) the rights of the
undersigned represented by this Warrant, to the extent of ___ (_____) shares of
Common Stock, $.008 par value, of Response USA, Inc. (the "Company") hereby
irrevocably constituting and appointing ____________ Attorney to make such
transfer on the books of the Company, with full power of substitution in the
premises.

Dated: _________________, 199_      ______________________________________
                                    Signature of Registered Holder

Signature Guaranteed:

------------------------------------
                        Note:       The above signature must correspond with the
                                    name as it appears upon the front page of
                                    this Warrant in every particular, without
                                    alteration or enlargement or any change
                                    whatever.


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                             RESPONSE USA, INC.

                                  PURCHASE FORM

RESPONSE USA, INC.

            The undersigned hereby irrevocably elects to exercise the right of
purchase represented by this Warrant for, and to purchase hereunder, ___________
shares of Common Stock, $.008 par value per share, of Response USA, Inc. (the
"Shares") provided for herein, and requests that certificates for the Shares be
issued in the name of: _________________________________________________________
________________________________________________________________________________
(Please print name, address and social security number) and, if said number of
Shares shall not be all the Share purchasable hereunder, that a new Warrant for
the balance of the Shares purchasable under this Warrant be registered in the
name of the undersigned Warrantholder or its Assignee as below indicated and
delivered to the address stated below.

Dated:  ________________, 199_

Name of Warrantholder or Assignee:______________________________________________
                                                (Please print)

Address: _______________________________________________________________________

         _______________________________________________________________________

Signature: _____________________________________________________________________

                    Note:        The above signature must correspond with the
                                 name as it appears upon the front page of this
                                 Warrant in every particular, without alteration
                                 or enlargement or any change whatever, unless
                                 this Warrant has been assigned.


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