<PAGE>

                                                                     EXHIBIT 4.1

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.

THIS WARRANT DOES NOT REQUIRE PHYSICAL SURRENDER OF THE WARRANT UPON ANY PARTIAL
EXERCISE HEREOF. AS A RESULT FOLLOWING ANY EXERCISE OF ANY PORTION OF THIS
WARRANT, THE OUTSTANDING NUMBER OF SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT
MAY BE LESS THAN THE AMOUNT OF SHARES SET FORTH BELOW.

                              AMENDED AND RESTATED

                         COMMON STOCK PURCHASE WARRANT

                              TO PURCHASE [      ]
                           SHARES OF COMMON STOCK OF

                       CHROMAVISION MEDICAL SYSTEMS, INC.

      THIS CERTIFIES that, for value received, _______________________________,
and its successors and assigns (the "HOLDER") is entitled, upon the terms
and subject to the conditions hereinafter set forth, at any time and from time
to time on and after the date hereof, and on and prior to 8:00 p.m. Eastern Time
on July 10, 2006 (the "EXPIRATION DATE"), but not thereafter, to subscribe for
and purchase from CHROMAVISION MEDICAL SYSTEMS, INC., a Delaware corporation
(the "COMPANY"), ______ shares (the "WARRANT SHARES") of common stock, $0.01 par
value per share ("COMMON STOCK"), of the Company. The purchase price of one
share of Common Stock under this Warrant shall be the Exercise Price, as defined
below and as may be adjusted from time to time pursuant to the terms hereof. The
Exercise Price and the number of shares for which this Warrant is exercisable
shall be subject to adjustment as provided herein.

      This Warrant is being issued in connection with the Securities Purchase
Agreement dated on or about the date hereof (the "PURCHASE AGREEMENT") entered
into between the Company and the Holder, and is an amendment and restatement of
that certain Common Stock Purchase Warrant (the "ORIGINAL WARRANT"), dated July
10, 2001, issued to the Holder in connection with that certain Securities
Purchase Agreement dated July 10, 2001 (the "SECURITIES PURCHASE AGREEMENT")
with rights to purchase ______ shares of Common Stock. The Original Warrant is
superceded in its entirety hereby and the Holder shall have no rights under such
Original Warrant. The Company and the Holder hereby acknowledge that this
Warrant is not intended to be a separate security in relation to the Original
Warrant, but is intended only to reflect certain amendments to the Original
Warrant.

      1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
shall have the meaning ascribed thereto in the Securities Purchase Agreement. As
used in this Warrant, the following terms shall have the following respective
meanings:


<PAGE>

      "CHANGE IN CONTROL TRANSACTION" will be deemed to exist if (i) there
occurs any consolidation, merger or other business combination 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 any of such events the
voting stockholders of the Company prior to such event cease to own 50% or more
of the voting stock, or corresponding voting equity interests, of the surviving
corporation after such event (including without limitation any "GOING PRIVATE"
transaction under Rule 13e-3 promulgated pursuant to the Exchange Act or tender
offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange Act
for 20% or more of the Company's Common Stock), (ii) any person (as defined in
Section 13(d) of the Exchange Act), together with its affiliates and associates
(as such terms are defined in Rule 405 under the Act), other than Safeguard
Scientifics, Inc. or any successor thereto (collectively "SSI"), together with
SSI's affiliates and associates (as such terms are defined in Rule 405 under 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, (iii) there is a replacement of
more than one-half of the members of the Company's Board of Directors which is
not approved by those individuals who are members of the Company's Board of
Directors immediately prior to such replacement, (iv) in one or a series of
related transactions, there is a sale or transfer of all or substantially all of
the assets of the Company, determined on a consolidated basis, or (v) the
Company enters into an agreement providing for an event set forth in clause (i),
(ii), (iii) or (iv) above, pursuant to which the Common Stock is converted or
reclassified into other securities, cash or property.

      "CONVERTIBLE SECURITIES" means any convertible securities, warrants,
options or other rights to subscribe for or to purchase or exchange for, shares
of Common Stock.

      "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

      "EXERCISE PRICE" means $2.00, as such figure may be adjusted as provided
herein.

      "PRINCIPAL MARKET" shall mean the Approved Market or such other market or
exchange on which the Common Stock is then principally traded.

      "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

      "TRADING DAY" shall mean a day on which there is trading on the Principal
Market.

      2. TITLE OF WARRANT. The Company shall register this Warrant, upon records
to be maintained by the Company for that purpose, in the name of the record
holder hereof from time to time. The Company may deem and treat the registered
holder of this Warrant as the absolute owner hereof for the purpose of any
exercise hereof or any distribution to the holder, and for all other purposes,
and the Company shall not be affected by notice to the contrary except as
provided herein.

      With the written consent of the Company, such written consent not to be
unreasonably withheld, prior to the expiration hereof and subject to compliance
with applicable laws, this Warrant and all rights hereunder are transferable, in
whole or in part, at the office or agency of the Company by the holder hereof in
person or by duly authorized attorney, upon surrender of this Warrant together
with (a) the Assignment Form annexed hereto properly endorsed, and (b) any other
documentation reasonably necessary to satisfy the Company that such transfer is
in compliance with all applicable securities laws; provided that no such
transfer may be made to a person that is not an "ACCREDITED INVESTOR" as defined
in Rule 501 of Regulation D of the Securities Act; and provided further that no
consent of the Company is required for any transfer or assignment in whole or in
part from time to time to an affiliate of the Purchaser or the then holder of
this Warrant that is an "ACCREDITED INVESTOR." The term "HOLDER" as used


                                       2
<PAGE>

herein shall refer to the Holder or any subsequent permitted transferee of this
Warrant. If this Warrant is duly assigned in accordance with the terms hereof,
then the Company agrees, upon the request of the assignee, to amend or
supplement promptly any effective registration statement covering the Warrant
Shares so that such assignee is entitled to be a selling stockholder thereunder.

      3. AUTHORIZATION OF SHARES. The Company covenants that all shares of
Common Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights represented by this Warrant and
payment of the Exercise Price as set forth herein, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens,
encumbrances and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue or otherwise
specified herein).

      4. EXERCISE OF WARRANT.

            (a) Exercise Procedure. Exercise of the purchase rights represented
by this Warrant may be made at any time and from time to time, in whole or in
part, on or after the date hereof but before 8:00 p.m. Eastern Time on the
Expiration Date, by delivering the Notice of Exercise annexed hereto duly
completed and executed (which delivery may be by facsimile) to the Company at
the principal office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered holder hereof
at the address of such holder appearing on the books of the Company), and upon
payment of the full Exercise Price of the shares thereby purchased (subject to
subsection (b) below), the holder of this Warrant shall be entitled to receive a
certificate for the number of shares of Common Stock so purchased. Subject to
subsection (b) below, payment of the Exercise Price of the shares shall be by
certified check or cashier's check or by wire transfer to an account designated
by the Company in an aggregate amount equal to the Exercise Price multiplied by
the number of shares being purchased.

            (b) Cashless Exercise. Alternatively, and only in the event the
Warrant Shares are not subject to Effective Registration, the Holder may
exercise this Warrant, in whole or in part in a "CASHLESS" or "NET-ISSUE"
exercise by delivering to the offices of the Company or any transfer agent for
the Common Stock a Notice of Exercise specifying the number of Warrant Shares to
be delivered to such Warrant holder ("DELIVERABLE SHARES") and the number of
Warrant Shares with respect to which this Warrant is being exercised ("EXERCISED
SHARES"). The number of Deliverable Shares shall be calculated as follows:

<TABLE>
<S>                                                 <C>
                                                    Fair Market Value of Common Stock less Exercise Price
# of Deliverable Shares = # of Exercised Shares X
                                                       Fair Market Value of Common Stock
</TABLE>

            "FAIR MARKET VALUE" shall be deemed to be the last reported sale
price of Common Stock on the Trading Day immediately prior to the date of
exercise, or, if not reported, the fair market value of such Common Stock as
reasonably determined by the Company and such Holder.

            (c) Issuance of Warrant Shares and Unexercised Warrants. Subject to
subsection (d) below, in the event that this Warrant is not exercised in full,
the number of Warrant Shares for which this Warrant may be exercised shall be
reduced by the number of such Warrant Shares for which this Warrant is exercised
and/or surrendered pursuant to this Section 4, and the Company, at its expense,
shall within five (5) Trading Days, issue and deliver to or upon the order of
the Holder a new Warrant of like tenor in the name of the Holder or as the
Holder (upon payment by the Holder of any applicable transfer taxes) may
request, reflecting such remaining number of Warrant Shares.


                                       3
<PAGE>

            All exercises of this Warrant will be deemed to occur as of the date
of receipt by the Company of a validly executed Notice of Exercise (or such
later date as may be indicated on such Notice of Exercise) (such date being
referred to herein as the "EXERCISE DATE"), and certificates for shares of
Common Stock purchased hereunder shall be delivered to the Holder hereof within
three (3) Trading Days after the Exercise Date. The Holder may withdraw its
Notice of Exercise under Section 3(a) or 3(b) upon written notice to the Company
at any time thereafter, in whole or in part, if the Company fails to timely
deliver the applicable certificates to the Holder as provided in this Warrant.

            In lieu of delivering physical certificates representing the Warrant
Shares issuable upon conversion of this Warrant, provided the Company's transfer
agent is a participant in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon request of the holder, the Company
shall use its best efforts to cause its transfer agent to electronically
transmit the Warrant Shares issuable upon exercise to the holder, by crediting
the account of the holder's prime broker with DTC through its Deposit Withdrawal
Agent Commission ("DWAC") system. The time periods for delivery described above
shall apply to the electronic transmittals through the DWAC system. The Company
agrees to use its best commercially reasonable efforts to coordinate with DTC to
accomplish this objective.

            (d) Book-Entry. Notwithstanding anything to the contrary set forth
herein, upon partial exercise of this Warrant in accordance with the terms
hereof, the Holder shall not be required to physically surrender this Warrant to
the Company unless such Holder is purchasing the full amount of Warrant Shares
then represented by this Warrant. The Holder and the Company shall maintain
records showing the number of Warrant Shares so purchased hereunder and the
dates of such purchases or shall use such other method, reasonably satisfactory
to the Holder and the Company, so as not to require physical surrender of this
Warrant upon each such exercise.

      5. NO FRACTIONAL SHARES OR SCRIP. No fractional Warrant Shares or scrip
representing fractional Warrant Shares shall be issued upon the exercise of this
Warrant. Any fractional share or scrip shall be rounded up to the nearest whole
number.

      6. CHARGES, TAXES AND EXPENSES. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant; provided, however, that in the event certificates for
shares of Common Stock are to be issued in a name other than the name of the
holder of this Warrant, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the holder
hereof, and provided further, that the Company shall not be required to pay any
tax or taxes or any other fees or expenses applicable to the holder or its
transferee which may be payable in respect of any transfer involved in the
issuance of any Warrant certificates or any certificates for the Warrant Shares
in a name other than the name of the holder.

      7. CLOSING OF BOOKS. The Company will at no time close its stockholder
books or records in any manner which interferes with the timely exercise of this
Warrant.

      8. NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE. Subject to Sections 12 and 13
of this Warrant and the provisions of any other written agreement between the
Company and the Holder, prior to the exercise of this Warrant as provided
herein, the Holder shall not be entitled to vote or receive dividends or be
deemed the holder of Warrant Shares or any other securities of the Company that
may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to


                                       4
<PAGE>

confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no par
value, consolidation, merger, conveyance or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights. However, at the time
of the exercise of this Warrant pursuant to Section 4 hereof, the Warrant Shares
so purchased hereunder shall be deemed to be issued to such Holder as the record
owner of such shares as of the close of business on the date on which this
Warrant shall have been exercised.

      9. REMEDIES. If the Company shall fail to deliver to the Holder the
Warrant Shares to be issued to the Holder hereunder by the third Trading Day
following the Exercise Date, whether by physical delivery of certificates or by
book-entry transfer through DTC for such Warrant Shares, the Company shall, in
addition to any other remedies under this Warrant or at law or in equity, pay as
additional damages in cash to the Holder, by the seventh (7th) Trading Day
following the Exercise Date, an amount equal to one percent (1%), and on each
succeeding fifth (5th) Trading Day thereafter until such Warrant Shares are
delivered, an amount equal to two percent (2%), of the value of the Warrant
Shares not delivered to the Holder by such third (3rd) Trading Day following the
Exercise Date, based on the Fair Market Value as of the Exercise Date. The
Company acknowledges that this remedy is partial and non-exclusive.

      10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT; DENOMINATION. In
the event that any holder notifies the Company that its Warrant(s) have been
lost, stolen or destroyed, then replacement Warrant(s) identical in all respects
to the original Warrant(s) (except for any registration number and any
adjustments to the Exercise Price or the number of Warrant Shares issuable
hereunder pursuant hereto, if different than that shown on the original
Warrant(s)) shall be delivered to the holder by the Company within three (3)
Trading Days, provided that such holder executes and delivers to the Company an
agreement reasonably satisfactory to the Company to indemnify the Company from
any loss incurred by it in connection with such Warrants. This Warrant is
exchangeable for an equal aggregate number of Warrants of different
denominations, as requested by the holder surrendering the same. No service
charge will be made for such registration, replacement, transfer or exchange.

      11. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a legal
holiday.

      12. EFFECT OF CERTAIN EVENTS. If at any time while this Warrant or any
portion hereof is outstanding and unexpired there shall be a Change in Control
Transaction, then the Holder shall have the right thereafter to purchase, by
exercise of this Warrant and payment of the aggregate Exercise Price in effect
immediately prior to such Change in Control Transaction, the kind and amount of
consideration including cash, stock, other securities, assets or any other
property, which it would have owned or have been entitled to receive upon or
after the happening of such transaction had this Warrant been exercised
immediately prior thereto, subject to further adjustment as provided in Section
13. The Company shall not consummate a Change in Control Transaction unless the
entity resulting from such transaction (if not the Company), or such transferee
entity, as the case may be, shall expressly assume, by supplemental agreement
reasonably satisfactory in form and substance to the Holder, the due and
punctual performance and observance of each and every covenant and condition of
this Warrant to be performed and observed by the Company.


                                       5
<PAGE>

      13. ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. For
purposes of any adjustment of the Exercise Price pursuant to this Section 13,
the "EXERCISE PRICE" shall be deemed to be the Exercise Price as may have been
previously adjusted hereunder.

            (a) Stock Dividends, Splits, Combinations and Reclassifications. If,
to the extent not covered by Section 12 above, the Company or any Subsidiary, at
any time while this Warrant or any portion thereof is issued, outstanding and
unexpired: (A) shall declare or pay a stock dividend or otherwise make a
distribution or distributions on any equity securities (including securities
convertible into or exchangeable or exercisable for such equity securities) in
shares of Common Stock; (B) subdivide the then outstanding Common Stock into a
larger number of shares; (C) combine the then outstanding Common Stock into a
smaller number of shares; or (D) issue any shares of its capital stock in a
reclassification of the Common Stock (including without limitation in connection
with any merger or consolidation), then the Exercise Price then in effect
hereunder shall be adjusted by multiplying the Exercise Price by a fraction, the
numerator of which shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and the denominator of
which shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding after such event. Any adjustment made pursuant to this
Section 13(a) shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision or combination.

            (b) Distributions. If the Company or any Subsidiary, at any time
while this Warrant is outstanding, shall distribute to all holders of Common
Stock evidences of its indebtedness or assets or cash or rights or warrants to
subscribe for or purchase any security of the Company or any of its
subsidiaries, then the Exercise Price in effect at the opening of business on
the day following the date fixed for the determination of holders of Common
Stock entitled to receive such distribution shall be adjusted by multiplying
such Exercise Price by a fraction, the numerator of which shall be the Fair
Market Price (as defined below) per share of the Common Stock less the then fair
market value as reasonably determined by the Board of Directors of the portion
of the evidences of indebtedness or assets or rights or warrants so distributed
(and for which an adjustment to the Exercise Price has not previously been made
pursuant to the terms of this Section 13) applicable to one share of Common
Stock, and the denominator of which shall be such Fair Market Price per share of
the Common Stock, such adjustment to become effective immediately after the
opening of business on the day following the date fixed for the determination of
holders of Common Stock entitled to receive such distribution. "FAIR MARKET
PRICE" shall mean the closing market price per share of Common Stock on the
Principal Market on the Trading Day next preceding such fixed determination date
or such other date on which the Fair Market Price is being determined. The
Company shall deliver to each holder of Warrants a notice setting forth the
Exercise Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment and the computation thereof. In the event that
the Exercise Price shall change by more than 5%, the holders of Warrants shall
have the right to have the fair market value determined by an independent
nationally reputable investment banker mutually selected by the Company and the
Holder, at the Company's expense.

            For the purposes of the foregoing adjustments, in the case of the
issuance of any Convertible Securities, the maximum number of shares of Common
Stock issuable upon exercise, exchange or conversion of such Convertible
Securities shall be deemed to be outstanding, provided that no further
adjustment shall be made upon the actual issuance of Common Stock upon exercise,
exchange or conversion of such Convertible Securities.

            (c) Inverse Proportional Adjustments to Exercise Price and Warrant
Shares. In the event of any adjustment in the number of Warrant Shares issuable
hereunder upon exercise, the Exercise Price shall be inversely proportionately
increased or decreased, as the case may be, such that aggregate


                                       6
<PAGE>

purchase price for Warrant Shares upon full exercise of this Warrant shall
remain the same. Similarly, in the event of any adjustment in the Exercise Price
hereunder, the number of Warrant Shares issuable hereunder upon exercise shall
be inversely proportionately increased or decreased as the case may be, such
that aggregate purchase price for Warrant Shares upon full exercise of this
Warrant shall remain the same.

      14. NOTICES. If:

            (i) the Company shall declare a dividend (or any other distribution)
      on its Common Stock; or

            (ii) the Company shall declare a special nonrecurring cash dividend
      on or a redemption of its Common Stock; or

            (iii) the Company shall authorize the granting to all holders of the
      Common Stock rights or warrants to subscribe for or purchase any shares of
      capital stock of any class or of any rights; or

            (iv) the approval of any stockholders of the Company shall be
      required in connection with any reclassification of the Common Stock of
      the Company, any consolidation or merger to which the Company is a party,
      any sale or transfer of all or substantially all of the assets of the
      Company, or any compulsory share exchange whereby the Common Stock is
      converted into other securities, cash or property; or

            (v) the Company shall authorize the voluntary dissolution,
      liquidation or winding up of the affairs of the Company;

then the Company shall cause to be facsimiled and mailed to each Holder at their
last addresses as they shall appear upon the Warrant register of the Company, at
least 20 business days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date fixed to determine which
holders of Common Stock of record will be entitled to such dividend,
distributions, redemption, rights or warrants and/or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share exchange is
expected to become effective or close, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up.

      15. VOLUNTARY ADJUSTMENT BY THE COMPANY . The Company may at its option,
at any time during the term of this Warrant, reduce but not increase the then
current Exercise Price to any amount and for any period of time deemed
appropriate by the Board of Directors of the Company.

      16. NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or number
or kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, the Company shall promptly facsimile
and mail by registered or certified mail, return receipt requested, to the
registered holder of this Warrant a notice setting forth the number of Warrant
Shares (and other securities or property) purchasable upon the exercise of this
Warrant and the Exercise Price of such Warrant Shares after giving effect to
such adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.


                                       7
<PAGE>

      17. AUTHORIZED SHARES. The Company covenants that during the period this
Warrant is outstanding and exercisable, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any and all purchase rights under
this Warrant (without regard to the limitations contained in Section 18 below).
The Company further covenants that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as is necessary and within its control to
assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the
Principal Market or any other domestic securities exchange or market upon which
the Common Stock may be listed.

      18. EXERCISE LIMITATION.

            (a) Notwithstanding anything to the contrary contained herein, the
number of shares of Common Stock that may be acquired by the Holder upon
exercise pursuant to the terms hereof shall not exceed a number that, when added
to the total number of shares of Common Stock deemed beneficially owned by such
Holder (other than by virtue of the ownership of securities or rights to acquire
securities (including the Warrant Shares) that have limitations on the Holder's
right to convert, exercise or purchase similar to the limitation set forth
herein), together with all shares of Common Stock deemed beneficially owned
(other than by virtue of the ownership of securities or rights to acquire
securities that have limitations on the right to convert, exercise or purchase
similar to the limitation set forth herein) by the Holder's "AFFILIATES" (as
defined in Rule 144 of the Securities Act) ("AGGREGATION PARTIES") that would be
aggregated for purposes of determining whether a group under Section 13(d) of
the Exchange Act exists, would exceed 9.9% of the total issued and outstanding
shares of the Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGE"). Each Holder
shall have the right (x) at any time and from time to time to reduce its
Restricted Ownership Percentage immediately upon notice to the Company and (y)
(subject to waiver) at any time and from time to time, to increase its
Restricted Ownership Percentage immediately in the event of the announcement as
pending or planned, of a Change in Control Transaction.

            (b) The Holder covenants at all times on each day (each such day
being referred to as a "COVENANT DAY") as follows: During the balance of such
Covenant Day and the succeeding sixty-one (61) days (the balance of such
Covenant Day and the succeeding 61 days being referred to as the "COVENANT
PERIOD") such Holder will not acquire shares of Common Stock pursuant to any
right (including, without limitation, exercise of this Warrant) existing at the
commencement of the Covenant Period to the extent the number of shares so
acquired by such Holder and its Aggregation Parties (ignoring all dispositions)
would exceed:

            (i) the Restricted Ownership Percentage of the total number of
      shares of Common Stock outstanding at the commencement of the Covenant
      Period, minus

            (ii) the number of shares of Common Stock actually owned by such
      Holder and its Aggregation Parties at the commencement of the Covenant
      Period.

            A new and independent covenant will be deemed to be given by the
Holder as of each moment of each Covenant Day. No covenant will terminate,
diminish or modify any other covenant. The Holder agrees to comply with each
such covenant. This Section 18 controls in the case of any conflict with any
other provision of the Purchase Agreement or the Securities Purchase Agreement
or any agreement entered into in connection therewith.


                                       8
<PAGE>

            The Company's obligation to issue Common Stock which would exceed
such limits referred to in this Section 18 shall be suspended to the extent
necessary until such time, if any, as shares of Common Stock may be issued in
compliance with such restrictions, provided that the Expiration Date shall not
be extended therefor.

            (c) Notwithstanding anything contained herein, in no event shall the
Company be obligated to issue shares of Common Stock hereunder to the extent
that the total number of shares issued or deemed issued to the Holder under the
Securities Purchase Agreement would exceed 19.9% of the Company's issued and
outstanding shares of Common Stock on the date of of the Securities Purchase
Agreement unless otherwise approved in advance by the Company's stockholders.
Instead, the Company shall redeem this Warrant to the extent necessary for such
consideration as is required to place the Holder in the same economic position
they would have been if not for such limitation or as otherwise provided under
the Securities Purchase Agreement.

      19. MISCELLANEOUS.

            (a) Issue Date; Choice of Law; Venue; Jurisdiction; No Jury Trial.
THE PROVISIONS OF THIS WARRANT SHALL BE CONSTRUED AND SHALL BE GIVEN EFFECT IN
ALL RESPECTS AS IF IT HAD BEEN ISSUED AND DELIVERED BY THE COMPANY ON THE DATE
HEREOF. THIS WARRANT SHALL BE BINDING UPON ANY SUCCESSORS OR. PERMITTED ASSIGNS
OF THE COMPANY. THIS WARRANT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT FOR MATTERS ARISING
UNDER THE SECURITIES ACT, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.
EACH OF THE PARTIES CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL COURTS SITTING IN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK IN
CONNECTION WITH ANY DISPUTE ARISING UNDER THIS WARRANT AND HEREBY WAIVES, TO THE
MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION BASED ON
FORUM NON CONVENIENS, TO THE BRINGING OF ANY SUCH PROCEEDING IN SUCH
JURISDICTION. EACH PARTY HEREBY AGREES THAT IF THE OTHER PARTY TO THIS WARRANT
OBTAINS A JUDGMENT AGAINST IT IN SUCH A PROCEEDING, THE PARTY WHICH OBTAINED
SUCH JUDGMENT MAY ENFORCE SAME BY SUMMARY JUDGMENT IN THE COURTS OF ANY COUNTRY
HAVING JURISDICTION OVER THE PARTY AGAINST WHOM SUCH JUDGMENT WAS OBTAINED, AND
EACH PARTY HEREBY WAIVES ANY DEFENSES AVAILABLE TO IT UNDER LOCAL LAW AND AGREES
TO THE ENFORCEMENT OF SUCH A. JUDGMENT. EACH PARTY TO THIS WARRANT IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY
AT ITS ADDRESS IN ACCORDANCE WITH SECTION 19(C). NOTHING HEREIN SHALL AFFECT THE
RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH
PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY

            (b) Modification and Waiver. This Warrant and any provisions hereof
may be changed, waived, discharged or terminated only with the written approval
of the holder hereof Any amendment effected in accordance with this paragraph
shall be binding upon the Holder, each future holder of this Warrant and the
Company. No waivers of, or exceptions to, any term, condition or provision of
this Warrant, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such term, condition or provision at
any other time.

            (c) Notices. Any notice, request or other document required or
permitted to be given or delivered to the Holder or future holders hereof or the
Company shall be personally delivered or


                                       9
<PAGE>

facsimiled or shall be sent by reputable overnight courier or certified or
registered mail, postage prepaid, to the Holder or each such holder at its
address as shown on the books of the Company or to the Company at the address
set forth in the Purchase Agreement. All notices under this Warrant shall be
deemed to have been given (i) in the case of personal or facsimile delivery, on
the date of such delivery, (ii) in the case of mailing, when received and (iii)
in the case of overnight courier, upon receipt. A party may from time to time
change the address to which notices to it are to be delivered or mailed
hereunder by notice delivered in accordance with the provisions of this Section
19(c).

            (d) Severability. Whenever possible, each provision of this Warrant
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this Warrant
in such jurisdiction or affect the validity, legality or enforceability of any
provision in any other jurisdiction, but this Warrant shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

            (e) No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issuance or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but shall at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Warrant holder
granted hereunder against impairment. Without limiting the generality of the
foregoing, the Company (a) shall not increase the par value of any Warrant
Shares above the amount payable therefor on such exercise, and (b) shall take
all such action as may be reasonably necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable Warrant
Shares on the exercise of this Warrant.

            (f) Specific Performance. The Company acknowledges and agrees that
irreparable damage would occur in the event that the Company fails to perform
any of the provisions of this Warrant in accordance with its specific terms. It
is accordingly agreed that the Holder shall be entitled to seek an injunction or
injunctions to prevent or cure breaches of the provisions of this Warrant and to
enforce specifically the terms and provisions hereof this being in addition to
any other remedy to which the Holder may be entitled at law or in equity.

                            [Signature Page Follows]


                                       10
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers thereunto duly authorized.

Dated:  June 13, 2002

                                        CHROMAVISION MEDICAL SYSTEMS, INC.



                                        By:
                                           -------------------------------------
                                        Name:  Kevin C. O'Boyle
                                        Title: Executive Vice President,
                                               Operations and Chief Financial
                                               Officer

ATTEST:

Sign:
     ---------------------------------------
Print Name:



The undersigned Holder hereby acknowledges and agrees that the foregoing warrant
is an amendment and restatement of the Original Warrant and supercedes in its
entirety such Original Warrant and all rights and obligations of the Holder and
the Company shall be pursuant to the terms herein and not of the Original
Warrant.

                                        [                                  ]
                                         ----------------------------------

                                        ---------------------------------------
                                        Name:

                                        Title:


                                       11
<PAGE>

                               NOTICE OF EXERCISE
             (To be executed by the Holder to exercise the right to
          purchase shares of Common Stock under the foregoing Warrant)

TO:     CHROMAVISION MEDICAL SYSTEMS, INC.

RE:     COMMON STOCK PURCHASE WARRANT issued to _______________ on __________,
        2002 to purchase shares of Common Stock (the "Warrant")

(1)     CHECK ONE:

___     (a) The undersigned hereby elects to purchase _________ shares of Common
        Stock of CHROMAVISION MEDICAL SYSTEMS, INC. pursuant to Section 4(a) of
        the Warrant, and will tender payment of the purchase price in full,
        together with all applicable transfer taxes payable pursuant to the
        Warrant, if any.

                                       OR

___     (b) The undersigned hereby exercises the Warrant with respect _________
        shares of Common Stock of CHROMAVISION MEDICAL SYSTEMS, INC. on a
        cashless, "net basis" pursuant to Section 4(b) of the Warrant, and
        hereby instructs the Company to deliver _______ shares of Common Stock
        to the holder of the Warrant based on a Fair Market Value of $________.

(2)     Please issue a certificate or certificates representing said shares of
        Common Stock in the name of the undersigned or in such other name as is
        specified below:

               -------------------------------
               Name

               -------------------------------
               Address

(3)     Please issue a new Warrant for the unexercised portion of the attached
        Warrant in the name of the undersigned or in such other name as is
        specified below:

               -------------------------------
               Name

               -------------------------------
               Address

(4)     The undersigned represents as of the date hereof that, after giving
        effect to the exercise of this Warrant pursuant to this Notice of
        Exercise, the undersigned will remain in compliance with Section 18(b)
        of the Warrant and not exceed the "Restricted Ownership Percentage"
        contained in Section 18(a) of the Warrant.

Dated:                                            Print Name of Holder:
      ------------------------------

                                                  ------------------------------
                                                  (Sign) By:
                                                            --------------------
                                                  Print Name:
                                                  Print Title:


<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing Warrant, execute
                 this form and supply the required information.
                 Do not use this form to exercise the Warrant.)

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ____________________________ the right represented by the within Warrant to
purchase _______ shares of Common Stock of CHROMAVISION MEDICAL SYSTEMS, INC. to
which the within Warrant relates and appoints ___________________ attorney to
transfer said right on the books of CHROMAVISION MEDICAL SYSTEMS, INC. with full
power of substitution in the premises.

Dated:

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


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



                               -------------------------------------------------
                               Address of Transferee

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

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

In the presence of:

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