EXHIBIT 4.3

                               WARRANT CERTIFICATE

THIS COMMON STOCK PURCHASE  WARRANT AND THE SECURITIES  REPRESENTED  HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED  IN VIOLATION OF SUCH ACT, THE RULES AND  REGULATIONS  THEREUNDER OR
THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT, AND ARE SUBJECT TO CERTAIN
OTHER TRANSFER RESTRICTIONS SET FORTH IN THE HOLDBACK AGREEMENT ANNEXED HERETO.


                   Number of Shares of Common Stock: 3,572

                          COMMON STOCK PURCHASE WARRANT

                           To Purchase Common Stock of

                             World Diagnostics, Inc.


            THIS  IS  TO  CERTIFY  THAT   ___________________________,   or  its
permitted and registered assigns, is entitled, at any time from the Funding Date
(as hereinafter  defined) to the Expiration Date (as  hereinafter  defined),  to
purchase from WORLD DIAGNOSTICS,  INC., a Delaware  corporation (the "Company"),
three  thousand  five  hundred  seventy two (3,572)  shares of Common  Stock (as
hereinafter  defined and subject to adjustment as provided herein),  in whole or
in part,  including  fractional  parts,  at a purchase  price equal to $7.00 per
share,  all  on  the  terms  and  conditions  and  pursuant  to  the  provisions
hereinafter set forth.



<PAGE>



1.          DEFINITIONS

            As used in this Common Stock Purchase Warrant (this "Warrant"),  the
following terms have the respective meanings set forth below:

            "Additional  Shares of Common Stock" shall mean all shares of Common
Stock issued by the Company  after the Funding Date,  other than Warrant  Shares
and Exchange Shares.

            "Business  Day" shall mean any day that is not a Saturday  or Sunday
or a day on which banks are  required or  permitted to be closed in the State of
New York.

            "Commission"  shall mean the Securities  and Exchange  Commission or
any other federal agency then administering the Securities Act and other federal
securities laws.

            "Common  Stock"  shall  mean  (except  where the  context  otherwise
indicates) the Common Stock, par value $0.001,  of the Company as constituted on
the  Funding  Date,  and any  capital  stock into which  such  Common  Stock may
thereafter  be changed,  and shall also include (i) capital stock of the Company
of any other  class  (regardless  of how  denominated)  issued to the holders of
shares of  Common  Stock  upon any  reclassification  thereof  which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to  redemption  and (ii) shares of common  stock of any
successor or acquiring  corporation received by or distributed to the holders of
Common Stock of the Company in the circumstances contemplated by Section 4.4.

            "Convertible  Securities"  shall  mean  evidences  of  indebtedness,
shares of stock or other  securities which are convertible into or exchangeable,
with or without  payment of additional  consideration  in cash or property,  for
shares of Common Stock, either immediately or upon the occurrence of a specified
date or a specified event.

            "Current  Warrant Price" shall mean, in respect of a share of Common
Stock at any date herein  specified,  the price at which a share of Common Stock
may be purchased pursuant to this Warrant on such date.

            "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

            "Exchange  Commencement  Date"  shall have the  meaning set forth in
Section 2.2.

            "Exchange Shares" shall have the meaning set forth in Section 2.2.

            "Exercise Period" shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.

            "Expiration  Date"  shall mean the date that is three (3) years from
the date of this Warrant.

            "Funding  Date"  shall mean the date and time of the  closing of the
sale of the Common Stock and the Warrants under the Subscription Agreement.

            "Holder"  shall mean the Person in whose name the Warrant or Warrant
Shares set forth herein is registered on the books of the Company maintained for
such purpose.

            "Holdback  Agreement"  shall mean that certain  Holdback  Agreement,
dated as of the date  hereof,  by and between the Company and the Holder,  as it
may be amended from time to time,  with respect to  restrictions on the Transfer
of Common  Stock and  Exchange  Shares,  the form of which is annexed  hereto as
Exhibit D.

            "Market Price" means the average closing ask price of a share of the
Common Stock during the sixty (60) day period prior to the Exchange Commencement
Date (as defined in Section 3.1) as reported by the NASDAQ Stock  Market,  Inc.,
National  Market System  ("NMS").  If such security is not listed or admitted to
trading on the NMS, on the  principal  national  security  exchange or quotation
system on which such security is quoted or listed or admitted to trading, or, if
not quoted or listed or admitted to trading on any national  securities exchange
or  quotation   system,   the  closing  ask  price  of  such   security  on  the
over-the-counter  market on the day in  question  as  reported  by the  National
Quotation  Bureau  Incorporated,  or  a  similar  generally  accepted  reporting
service, or if not so available,  in such manner as furnished by any NASD member
firm  selected  from time to time by the Board of  Directors  of the Company for
that purpose,  or a price  determined in good faith by the Board of Directors of
the Company as being equal to the fair market value thereof, as the case may be.

            "Other Property" shall have the meaning set forth in Section 4.4.

            "Outstanding"  shall mean, when used with reference to Common Stock,
at any date as of which the number of shares  thereof is to be  determined,  all
issued  shares of Common  Stock,  except shares then owned or held by or for the
account of the Company or any subsidiary  thereof,  and shall include all shares
issuable  in  respect  of  outstanding  scrip or any  certificates  representing
fractional interests in shares of Common Stock.

            "Person"   shall   mean   any   individual,   sole   proprietorship,
partnership,  joint  venture,  trust,  incorporated  organization,  association,
corporation,  institution,  public  benefit  corporation,  entity or  government
(whether  federal,  state,  county,  city,  municipal or  otherwise,  including,
without limitation,  any instrumentality,  division,  agency, body or department
thereof).

            "Registration  Statement"  means  a  registration  statement  of the
Company filed on an appropriate  form under the Securities Act providing for the
registration  of,  and  the  sale  by the  holders  of,  all of the  Registrable
Securities under the Securities Act, including the prospectus  contained therein
and forming a part thereof,  any amendments to such  registration  statement and
supplements to such prospectus, and all exhibits and other material incorporated
by reference in such registration statement and prospectus.

            "Restricted  Common  Stock"  shall mean shares of Common Stock which
are, or which upon their  issuance on the  exercise or exchange of this  Warrant
would be, evidenced by a certificate bearing the restrictive legend set forth in
Section 9.1(b) or Section 9.1(c).

            "Securities  Act" shall mean the Securities Act of 1933, as amended,
or  any  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission thereunder, all as the same shall be in effect at the time.

            "Subscription  Agreement"  shall  mean the  Subscription  Agreement,
dated the date hereof,  by and between the Company and the Holder,  as it may be
amended from time to time.

            "Transfer" shall mean any disposition of any Common Stock,  Warrant,
Warrant  Shares or Exchange  Shares,  or of any interest in any  thereof,  which
would constitute a sale thereof within the meaning of the Securities Act.

            "Transfer Notice" shall have the meaning set forth in Section 9.2.

            "Warrants"  shall mean this  Warrant  and all  warrants  issued upon
transfer,  division or combination of, or in substitution for, any thereof.  All
Warrants  shall at all times be identical as to terms and  conditions  and date,
except  as to the  number of  shares  of  Common  Stock  for  which  they may be
exercised.

            "Warrant  Price"  shall  mean an amount  equal to (i) the  number of
shares of Common Stock being purchased upon exercise of this Warrant pursuant to
Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.

            "Warrant  Shares" shall mean the shares of Common Stock purchased by
the holders of the Warrants upon the exercise thereof .

2.          EXERCISE OF WARRANT; EXCHANGE OF WARRANT

2.1 Manner of Exercise of Warrant. From and after the Funding Date (the "Warrant
Period  Commencement  Date")  and until 5:00  P.M.,  New York City time,  on the
Expiration  Date,  Holder may exercise  this  Warrant,  on any Business  Day, in
increments of 1,000 shares of Common Stock purchasable hereunder.

            In order to exercise this Warrant, in whole or in part, Holder shall
deliver to the Company at its  principal  office at 15271 NW 60th Avenue,  Miami
Lakes,  Florida  33014,  or at the office or agency  designated  by the  Company
pursuant  to Section 12, (i) a written  notice of Holder's  election to exercise
this Warrant, which notice shall specify the number of shares of Common Stock to
be  purchased,  (ii) payment of the Warrant Price in cash or by wire transfer or
cashier's  check drawn on a United  States bank,  and (iii) this  Warrant.  Such
notice shall be substantially in the form of the subscription  form appearing at
the end of this  Warrant as Exhibit A, duly  executed  by Holder or its agent or
attorney.  Upon receipt of the items  referred to in clauses (i), (ii) and (iii)
above,  the Company shall, as promptly as  practicable,  and in any event within
ten (10) Business Days  thereafter,  execute or cause to be executed and deliver
or cause to be delivered to Holder a certificate  or  certificates  representing
the aggregate number of full shares of Common Stock issuable upon such exercise,
together with cash in lieu of any fraction of a share, as hereinafter  provided.
The stock  certificate  or  certificates  so  delivered  shall be, to the extent
possible,  in such  denomination or denominations as Holder shall request in the
notice and shall be registered  in the name of Holder or,  subject to Section 9,
such other name as shall be  designated  in the notice.  This  Warrant  shall be
deemed to have been  exercised and such  certificate  or  certificates  shall be
deemed to have been issued,  and Holder or any other Person so  designated to be
named  therein  shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the notice,  together with the cash or check or
checks and this Warrant,  is received by the Company as described  above and all
taxes  required to be paid by Holder,  if any,  pursuant to Section 3.1 prior to
the  issuance  of such shares have been paid.  If this  Warrant  shall have been
exercised in part, the Company shall, at the time of delivery of the certificate
or certificates  representing  Warrant  Shares,  deliver to Holder a new Warrant
evidencing  the rights of Holder to purchase  the  unpurchased  shares of Common
Stock called for by this Warrant,  which new Warrant shall in all other respects
be  identical  with this  Warrant,  or, at the  request of  Holder,  appropriate
notation  may be  made  on  this  Warrant  and  the  same  returned  to  Holder.
Notwithstanding  any provision herein to the contrary,  the Company shall not be
required to register  shares in the name of any Person who acquired this Warrant
(or part hereof) or any Warrant Shares  otherwise  than in accordance  with this
Warrant and the Holdback Agreement.

2.2 Manner of Exchange of Warrant.  From and after the date which is ninety (90)
days following Funding Date (the "Exchange Period  Commencement Date") and until
5:00 P.M.,  New York City time,  on the  Expiration  Date,  Holder  may,  on any
Business Day,  exchange  this Warrant for shares of Common Stock (the  "Exchange
Shares") equal to the number of Warrants granted  hereunder,  provide,  however,
that the Holder may not exercise  its right to exchange  this Warrant for Common
Stock if (i) on the Exchange Period Commencement Date the Market Price per share
of Common Stock is greater than or equal to $20.00,  and (ii) the average  daily
trading volume for the shares of the Common Stock during any thirty  consecutive
trading day period prior to the  Exchange  Period  Commencement  Date is greater
than thirty five thousand (35,000).

            Upon the exchange of this Warrant  pursuant to this Section 2.2, the
Common Stock issued to the Holder pursuant to the Subscription Agreement and the
Exchange  Shares issued  pursuant to this Section 2.2 shall,  in addition to the
restrictions  under  the  Securities  Act  and  set  forth  herein  and  in  the
Subscription Agreement, be subject to the to the Transfer restrictions set forth
in the Holdback Agreement.

            In order to exercise  your right to exchange this Warrant for Common
Stock,  Holder shall deliver to the Company at its principal  office at 15271 NW
60th Avenue,  Miami Lakes,  Florida 33014, or at the office or agency designated
by the Company pursuant to Section 12, (i) a written notice of Holder's election
to exchange this Warrant and receive the Exchange Shares, and (ii) this Warrant.
Such notice shall be  substantially  in the form of the notice form appearing at
the end of this  Warrant as Exhibit B, duly  executed  by Holder or its agent or
attorney.  Upon receipt of the items  referred to in clauses (i) and (ii) above,
the Company shall, as promptly as practicable,  and in any event within ten (10)
Business Days  thereafter,  execute or cause to be executed and deliver or cause
to be  delivered to Holder,  a  certificate  or  certificates  representing  the
aggregate  number of Exchange Shares issuable upon such exchange,  together with
cash in lieu of any  fraction of a share,  as  hereinafter  provided.  The stock
certificate or certificates so delivered  shall be, to the extent  possible,  in
such  denomination  or  denominations  as Holder shall request in the notice and
shall be registered  in the name of Holder or,  subject to Section 9, such other
name as shall be designated in the notice.  This Warrant shall be deemed to have
been exchanged and such certificate or certificates shall be deemed to have been
issued,  and Holder or any other Person so  designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes,  as
of the date the notice,  together with this Warrant,  is received by the Company
as described above and all taxes required to be paid by Holder, if any, pursuant
to  Section  3.1  prior to the  issuance  of such  shares  have  been  paid for.
Notwithstanding  any provision herein to the contrary,  the Company shall not be
required to register  shares in the name of any Person who acquired this Warrant
(or part hereof) or any Warrant Shares  otherwise  than in accordance  with this
Warrant and the Registration Rights Agreement.

2.3 Fractional  Shares.  The Company shall not be required to issue a fractional
share of Common  Stock upon  exercise  or  exchange  of any  Warrant.  As to any
fraction of a share which  Holder would  otherwise be entitled to purchase  upon
such exercise,  the Company shall pay a cash adjustment in respect of such final
fraction in an amount  equal to the same  fraction of the Market Price per share
of Common Stock as of the Initial Funding Date.

2.4  Continued  Validity.  A holder of shares of Common  Stock  issued  upon the
exercise or exchange of this  Warrant,  in whole or in part (other than a holder
who acquires  such shares after the same have been  publicly  sold pursuant to a
Registration  Statement  under the  Securities  Act or sold pursuant to Rule 144
thereunder),  shall  continue to be entitled  with respect to such shares to all
rights to which it would have been  entitled as Holder under  Sections 9, 10 and
14 of this  Warrant.  The Company  will,  at the time of exercise or exchange of
this Warrant,  in whole or in part,  upon the request of Holder,  acknowledge in
writing, in form reasonably satisfactory to Holder, its continuing obligation to
afford Holder all such rights;  provided,  however, that if Holder shall fail to
make any such request,  such failure shall not affect the continuing  obligation
of the Company to afford to Holder all such rights.

3.          TRANSFER, DIVISION AND COMBINATION

3.1 Transfer.  Subject to compliance with the Subscription Agreement and Section
3.1 and Section 9 herein,  transfer of this Warrant and all rights hereunder, in
whole or in  part,  shall  be  registered  on the  books  of the  Company  to be
maintained  for such  purpose,  upon  surrender of this Warrant at the principal
office  of the  Company  referred  to in  Section  2.1 or the  office  or agency
designated  by the  Company  pursuant  to Section  12,  together  with a written
assignment  of this Warrant  substantially  in the form of Exhibit C hereto duly
executed  by Holder or its agent or  attorney  and funds  sufficient  to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required, such payment, the Company shall, subject to Section 9, execute
and deliver a new Warrant or Warrants in the name of the  permitted  assignee or
assignees and in the  denomination  specified in such  instrument of assignment,
and shall  issue to the  assignor a new Warrant  evidencing  the portion of this
Warrant  not so  assigned,  and this  Warrant  shall  promptly be  cancelled.  A
Warrant,  if properly assigned in compliance with Section 9, may be exercised or
exchange  by a new Holder for the  purchase  of shares of Common  Stock  without
having a new Warrant issued.

3.2 Division and Combination.  Subject to Section 3.1 and 9, this Warrant may be
divided  or  combined  with  other  Warrants  upon  presentation  hereof  at the
aforesaid  office or  agency  of the  Company,  together  with a written  notice
specifying the names and  denominations  in which new Warrants are to be issued,
signed by Holder or its agent or attorney.  Subject to  compliance  with Section
3.1 and Section 9, as to any transfer  which may be involved in such division or
combination,  the Company shall execute and deliver a new Warrant or Warrants in
exchange  for the Warrant or  Warrants  to be divided or combined in  accordance
with such notice.

3.3 Expenses.  The Company shall  prepare,  issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 3.

3.4         Maintenance of Books.  The Company agrees to maintain, at its
aforesaid office or agency, books for the registration and the registration
of transfer of the Warrants.

4.          ADJUSTMENTS

      The number of shares of Common Stock for which this Warrant is exercisable
or  exchangeable,  or the  price at which  such  shares  may be  purchased  upon
exercise of this Warrant,  shall be subject to  adjustment  from time to time as
set forth in this Section 4. The Company  shall give Holder  notice of any event
described  below which requires an adjustment  pursuant to this Section 4 at the
time of such event.

4.1         Stock Dividends, Subdivisions and Combinations.  If at any time
the Company shall:

(a)   take a record  of the  holders  of its  Common  Stock for the  purpose  of
      entitling them to receive a dividend payable in, or other distribution of,
      Additional Shares of Common Stock,

(b)         subdivide its Outstanding shares of Common Stock into a larger
      number of shares of Common Stock, or

(c)         combine its Outstanding shares of Common Stock into a smaller
      number of shares of Common Stock,

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable or exchangeable  immediately  after the occurrence of any such event
shall be adjusted  to equal the number of shares of Common  Stock which a record
holder of the same  number of shares of Common  Stock for which this  Warrant is
exercisable or  exchangeable  immediately  prior to the occurrence of such event
would own or be entitled to receive after the happening of such event,  and (ii)
the Current  Warrant  Price  shall be adjusted to equal (A) the Current  Warrant
Price  multiplied by the number of shares of Common Stock for which this Warrant
is exercisable or exchangeable  immediately  prior to the adjustment  divided by
(B) the number of shares for which this Warrant is exercisable immediately after
such adjustment.

4.2         Certain Other Distributions.  If at any time the Company shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive any dividend or other distribution of:

(a)         cash,

(b)   any  evidences of its  indebtedness,  any shares of its stock or any other
      securities  or  property  of  any  nature  whatsoever  (other  than  cash,
      Convertible Securities or Additional Shares of Common Stock), or

(c)   any warrants or other rights to subscribe for or purchase any evidences of
      its  indebtedness,  any  shares of its stock or any  other  securities  or
      property of any nature whatsoever (other than cash, Convertible Securities
      or Additional Shares of Common Stock),

then Holder shall be entitled to receive  such  dividend or  distribution  as if
Holder had exercised this Warrant. A reclassification of the Common Stock (other
than a change  in par  value,  or from par  value to no par value or from no par
value to par value) into shares of Common Stock and shares of any other class of
stock shall be deemed a distribution by the Company to the holders of its Common
Stock of such  shares of such other  class of stock  within the  meaning of this
Section 4.2 and, if the outstanding shares of Common Stock shall be changed into
a  larger  or  smaller  number  of  shares  of  Common  Stock  as a part of such
reclassification,  such change shall be deemed a subdivision or combination,  as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section 4.1.

4.3 Other Provisions Applicable to Adjustments under this Section. The following
provisions  shall be  applicable to the making of  adjustments  of the number of
shares of Common Stock for which this Warrant is exercisable or exchangeable and
the Current Warrant Price provided for in this Section 4:

(a)   When  Adjustments to Be Made. The  adjustments  required by this Section 4
      shall be made  whenever and as often as any specified  event  requiring an
      adjustment shall occur.  For the purpose of any adjustment,  any specified
      event  shall be deemed to have  occurred  at the close of  business on the
      date of its occurrence.

(b)         Fractional Interests.  In computing adjustments under this
      Section 4, fractional interests in Common Stock shall be taken into
      account to the nearest 1/10th of a share.

(c)         When Adjustment Not Required.  If the Company shall take a record
      of the holders of its Common Stock for the purpose of entitling them to
      receive a dividend or distribution or subscription or purchase rights
      and shall, thereafter and before the distribution to stockholders
      thereof, legally abandon its plan to pay or deliver such dividend,
      distribution, subscription or purchase rights, then thereafter no
      adjustment shall be required by reason of the taking of such record and
      any such adjustment previously made in respect thereof shall be
      rescinded and annulled.

(d)   Challenge to Good Faith Determination.  Whenever the Board of Directors of
      the Company shall be required to make a determination in good faith of the
      fair  value of any item under this  Section 4, such  determination  may be
      challenged in good faith by the Holder,  and any dispute shall be resolved
      by an investment banking firm of recognized  national standing selected by
      the Company and reasonably acceptable to the Holder.

4.4 Reorganization,  Reclassification,  Merger,  Consolidation or Disposition of
Assets.  If the Company shall  reorganize  its capital,  reclassify  its capital
stock,  consolidate or merge with or into another corporation (where the Company
is not the surviving  corporation or where there is a change in or  distribution
with respect to the Common Stock of the Company), or sell, transfer or otherwise
dispose of all or  substantially  all of its  property,  assets or  business  to
another  corporation  and,  pursuant  to  the  terms  of  such   reorganization,
reclassification,  merger,  consolidation  or disposition  of assets,  shares of
common stock of the successor or acquiring  corporation,  or any cash, shares of
stock or other  securities  or  property  of any  nature  whatsoever  (including
warrants or other  subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring  corporation ("Other Property"),  are
to be received by or  distributed to the holders of Common Stock of the Company,
then Holder shall have the right  thereafter  to receive,  upon  exercise of the
Warrant  within ten (10)  business days  following the Company's  notice of such
event,  the  number  of shares of common  stock of the  successor  or  acquiring
corporation  or of the Company,  if it is the surviving  corporation,  and Other
Property   receivable   upon   or   as  a   result   of   such   reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately  prior  to  such  event.  In the  case of any  such  reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed  appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for  adjustments  of shares of Common Stock for
which  this  Warrant  is  exercisable  which  shall be as nearly  equivalent  as
practicable to the  adjustments  provided for in this Section 4. For purposes of
this Section 4.4, "common stock of the successor or acquiring corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  4.4  shall   similarly   apply  to  successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

4.5 Other Action Affecting Common Stock. If at any time or from time to time the
Company  shall take any action in  respect of its Common  Stock,  other than any
action described in this Section 4, which would have a materially adverse effect
upon the rights of the Holder,  the number of shares of Common  Stock and/or the
purchase  price  thereof shall be adjusted in such manner as may be equitable in
the circumstances,  as determined in good faith by the Board of Directors of the
Company.

4.6 Certain Limitations.  Notwithstanding  anything herein to the contrary,  the
Company  agrees  not to enter  into any  transaction  which,  by  reason  of any
adjustment hereunder,  would cause the Current Warrant Price to be less than the
par value per share of Common Stock.

5.          NOTICES TO HOLDER

5.1 Notice of  Adjustments.  Whenever  the number of shares of Common  Stock for
which this  Warrant is  exercisable  or  exchangeable,  or whenever the price at
which a share  of such  Common  Stock  may be  purchased  upon  exercise  of the
Warrants,  shall be adjusted  pursuant to Section 4, the Company shall forthwith
prepare a  certificate  to be  executed  by the chief  financial  officer of the
Company setting forth, in reasonable  detail, the event requiring the adjustment
and the method by which such adjustment was calculated  (including a description
of the basis on which the Board of Directors of the Company  determined the fair
value of any evidences of  indebtedness,  shares of stock,  other  securities or
property or warrants or other  subscription  or purchase  rights  referred to in
Section  4.2),  specifying  the number of shares of Common  Stock for which this
Warrant is exercisable or exchangeable and (if such adjustment was made pursuant
to Section  4.4 or 4.5)  describing  the number and kind of any other  shares of
stock or Other Property for which this warrant is  exercisable or  exchangeable,
and any change in the purchase price or prices  thereof,  after giving effect to
such  adjustment or change.  The Company shall  promptly  cause a signed copy of
such  certificate to be delivered to the Holder in accordance with Section 14.2.
The Company shall keep at its office or agency designated pursuant to Section 12
copies  of all  such  certificates  and  cause  the  same  to be  available  for
inspection  at said office  during  normal  business  hours by the Holder or any
prospective purchaser of a Warrant designated by the Holder.

5.2         Notice of Corporate Action.  If at any time

(a)   the Company shall take a record of the holders of its Common Stock for the
      purpose of entitling them to receive a dividend or other distribution,  or
      any right to subscribe for or purchase any evidences of its  indebtedness,
      any shares of stock of any class or any other  securities or property,  or
      to receive any other right, or

(b)   there  shall  be  any  capital   reorganization   of  the   Company,   any
      reclassification  or  recapitalization of the capital stock of the Company
      or any consolidation or merger of the Company with, or any sale,  transfer
      or other disposition of all or substantially  all the property,  assets or
      business of the Company to, another corporation, or

(c)         there shall be a voluntary or involuntary dissolution,
      liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least ten 10 Business  Days' prior written  notice of the date on which a record
date  shall  be  selected  for  such  dividend,  distribution  or  right  or for
determining   rights   to  vote  in   respect   of  any   such   reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or  winding  up,  and  (ii) in the  case of any  such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  dissolution, liquidation or winding up, at least ten (10) Business
Days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property  deliverable  upon  such  reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 14.2.

6.          NO IMPAIRMENT

      (a) The Company shall not by any action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  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 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 to protect the rights of Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  will (i) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the  exercise  or  exchange  of this  Warrant  above the amount
payable  therefor  upon such  exercise  or  exchange  immediately  prior to such
increase  in par  value,  (ii)  take  all such  action  as may be  necessary  or
appropriate  in order that the Company may validly and legally  issue fully paid
and  nonassessable  shares of Common Stock upon the exercise or exchange of this
Warrant,  and (iii) use its best  efforts  to  obtain  all such  authorizations,
exemptions  or consents  from any public  regulatory  body  having  jurisdiction
thereof as may be  necessary  to enable the Company to perform  its  obligations
under this Warrant.

      (b) Upon the request of Holder,  the  Company  will at any time during the
period this Warrant is outstanding  acknowledge in writing, in form satisfactory
to Holder,  the continuing  validity of this Warrant and the  obligations of the
Company hereunder.

7.          RESERVATION AND AUTHORIZATION OF COMMON STOCK

      (a) From and  after  the  Funding  Date,  the  Company  shall at all times
reserve and keep  available  for issue upon the exercise or exchange of Warrants
such number of its  authorized  but  unissued  shares of Common Stock as will be
sufficient  to  permit  the  exercise  or  exchange  in full of all  outstanding
Warrants.  All shares of Common  Stock which shall be so  issuable,  when issued
upon exercise or exchange of any Warrant and payment therefor in accordance with
the terms of such Warrant,  shall be duly and validly  issued and fully paid and
nonassessable, and not subject to preemptive rights.

      (b) Before taking any action which would cause an adjustment  reducing the
Current  Warrant Price below the then par value, if any, of the shares of Common
Stock issuable upon exercise or exchange of the Warrants, the Company shall take
any  corporate  action  which may be  necessary  in order that the  Company  may
validly and legally  issue fully paid and  non-assessable  shares of such Common
Stock at such adjusted Current Warrant Price.

      (c) Before  taking any action which would result in an  adjustment  in the
number of shares of Common  Stock for  which  this  Warrant  is  exercisable  or
exchangeable or in the Current Warrant Price,  the Company shall obtain all such
authorizations or exemptions  thereof,  or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

8.          TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

      In the case of all dividends or other  distributions by the Company to the
holders of its Common  Stock with  respect to which any  provision  of Section 4
refers to the taking of a record of such holders,  the Company will in each such
case take such a record and will take such record as of the close of business on
a Business  Day.  The Company  will not at any time,  except  upon  dissolution,
liquidation  or winding up of the  Company,  close its stock  transfer  books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.

9.          RESTRICTIONS ON TRANSFERABILITY

      The  Warrants,  the Warrant  Shares and the  Exchange  Shares shall not be
transferred,  hypothecated  or assigned  before  satisfaction  of the conditions
specified in this Section 9 and the Holdback  Agreement,  which  conditions are,
among other things,  intended to ensure  compliance  with the  provisions of the
Securities  Act with  respect to the  Transfer  of any  Warrant  or any  Warrant
Shares.  Holder,  by  acceptance  of this  Warrant,  agrees  to be  bound by the
provisions of this Section 9 and the Holdback Agreement.

(a) Restrictive Legend. In addition to the Transfer restriction set forth herein
and in the  Holdback  Agreement,  the Holder by  accepting  this Warrant and any
Warrant  Shares and  Exchange  Shares  agrees that unless  registered  under the
Securities Act, this Warrant, the Warrant Shares and the Exchange Shares may not
be  assigned  or  otherwise  transferred  unless and until (i) the  Company  has
received an opinion of counsel  for the Holder  reasonably  satisfactory  to the
Company  and  its  counsel  that  such  securities  may be sold  pursuant  to an
exemption from  registration  under the  Securities  Act, or (ii) a Registration
Statement relating to such securities has been filed by the Company and declared
effective by the Commission.

(b)         Each certificate for Warrant Shares shall bear a legend as
follows:

                  "These   securities  have  not  been   registered   under  the
            Securities Act of 1933, as amended (the  "Securities  Act"),  or the
            securities  laws  of any  state,  and are  being  offered  and  sold
            pursuant to an exemption from the  registration  requirements of the
            Securities  Act and such laws.  These  securities may not be sold or
            transferred except pursuant to an effective  registration  statement
            under the Securities Act or pursuant to an available  exemption from
            the  registration  requirements  of the Securities Act or such other
            laws."



<PAGE>



(c) Each  certificate for Exchange  Shares and, upon exchange,  shares of Common
Stock acquired  pursuant to the Subscription  Agreement,  shall bear a legend as
follows:

                  "These   securities  have  not  been   registered   under  the
            Securities Act of 1933, as amended (the  "Securities  Act"),  or the
            securities  laws  of any  state,  and are  being  offered  and  sold
            pursuant to an exemption from the  registration  requirements of the
            Securities  Act and such laws.  These  securities may not be sold or
            transferred except pursuant to an effective  registration  statement
            under the Securities Act or pursuant to an available  exemption from
            the  registration  requirements  of the Securities Act or such other
            laws.

                  This certificate is subject to, and is transferable  only upon
            compliance with, the provisions of a Holdback  Agreement dated as of
            ____________,  2000,  by and  between  the Company and the Holder of
            this   certificate.   Any  direct  or  indirect  transfer  or  other
            disposition  or  encumbrance  of  the  shares  represented  by  this
            certificate in violation of the Holdback Agreement shall be invalid.
            A copy of the above-referenced  Holdback Agreement is in file at the
            offices of the Company."

(d) Except as otherwise provided in this Section 9, the Warrant shall be stamped
or otherwise imprinted with a legend in substantially the following form:

                  "THIS  COMMON  STOCK  PURCHASE   WARRANT  AND  THE  SECURITIES
            REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH
            ACT, THE RULES AND REGULATIONS  THEREUNDER OR THE PROVISIONS OF THIS
            COMMON  STOCK  PURCHASE  WARRANT  AND ARE  SUBJECT TO CERTAIN  OTHER
            TRANSFER  RESTRICTIONS SET FORTH IN THE HOLDBACK  AGREEMENT  ANNEXED
            HERETO."

9.2 Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of
any Warrants, Warrant Shares, Exchange Shares or any shares of Restricted Common
Stock,  the Holder shall give ten (10) Business  Days,  prior written  notice (a
"Transfer  Notice") to the Company  and its  counsel of  Holder's  intention  to
effect such Transfer,  describing the manner and  circumstances  of the proposed
Transfer,  and obtain (i) in the case of a Transfer of this  Warrant or Exchange
Shares, the prior written consent of the Company, which may be given in the sole
discretion  of the  Company,  and (ii) in the case of a Transfer of any Warrants
Shares  or  Restricted  Common  Stock,  from  counsel  to  Holder  who  shall be
reasonably satisfactory to the Company, an opinion that the proposed Transfer of
such Warrant,  Warrant Shares or Restricted Common Stock may be effected without
registration  under the Securities Act. After receipt of the Transfer Notice and
opinion,  the Company shall,  within five (5) Business Days thereof,  notify the
Holder as to whether such opinion is reasonably  satisfactory and, in the case a
Transfer of any Warrants,  whether the Company has consented thereto, and if so,
such holder  shall  thereupon  be entitled  to  Transfer  such  Warrants or such
Restricted  Common Stock, in accordance  with the terms of the Transfer  Notice,
the Warrant and the Holdback  Agreement.  Each certificate,  if any,  evidencing
such shares of Restricted  Common Stock issued upon such Transfer shall bear the
restrictive legends set forth in Section 9.1(b) and (c), as applicable,  and the
Warrant issued upon such Transfer shall bear the restrictive legend set forth in
Section  9.1(d),  unless  in the  opinion  of such  counsel  such  legend is not
required in order to ensure compliance with the Securities Act.

9.3 Termination of  Restrictions.  Notwithstanding  the foregoing  provisions of
Section 9, the restrictions  imposed by this Section upon the transferability of
the Warrants,  the Warrant Shares, the Exchange Shares and any Restricted Common
Stock and the legend  requirements  of  Section  9.1 shall  terminate  as to any
particular  Warrant or share of Warrant  Shares,  Exchange  Shares or Restricted
Common Stock (i) when and so long as such security  shall have been  effectively
registered  under the Securities Act and disposed of pursuant  thereto,  or (ii)
when  the  Company  shall  have  received  an  opinion  of  counsel   reasonably
satisfactory  to it and its counsel that such shares may be transferred  without
registration  thereof under the  Securities  Act, and (iii) when such  Warrants,
Warrant  Shares,  Exchange  Shares  and any  Restricted  Common  Stock no longer
contains any Transfer  restrictions  pursuant to this Warrant,  the Subscription
Agreement  and the  Holdback  Agreement.  Whenever the  restrictions  imposed by
Section 9 shall  terminate as to a this Warrant,  as hereinabove  provided,  the
Holder hereof shall be entitled to receive from the Company upon written request
of the  Holder,  at the  expense  of the  Company,  a new  Warrant  bearing  the
following legend in place of the restrictive legend set forth hereon:

            "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED
            IN SECTION 9 HEREOF  TERMINATED ON , AND ARE OF NO FURTHER FORCE AND
            EFFECT."

All Warrants issued upon  registration of transfer,  division or combination of,
or in  substitution  for,  any Warrant or Warrants  entitled to bear such legend
shall have a similar legend endorsed thereon.  Whenever the restrictions imposed
by this Section shall  terminate as to any share of Restricted  Common Stock, as
hereinabove  provided,  the holder thereof shall be entitled to receive from the
Company,  at the Company's expense,  a new certificate  representing such Common
Stock not  bearing  the  restrictive  legends  set forth in  Section  9.1(b) and
Section 9.1(c), as the case may be.

9.4 Listing on  Securities  Exchange.  If the  Company  shall list any shares of
Common Stock on any securities exchange,  it will, at its expense, list thereon,
maintain  and,  when  necessary,  increase such listing of, all shares of Common
Stock  issued  or, to the extent  permissible  under the  applicable  securities
exchange  rules,  issuable upon the exercise or exchange of this Warrant so long
as any shares of Common Stock shall be so listed during any such Exercise Period
or Exchange Period.

10.         SUPPLYING INFORMATION

      The Company shall  cooperate with Holder in supplying such  information as
may be  reasonably  necessary  for Holder to complete  and file any  information
reporting forms presently or hereafter required by the Commission as a condition
to the  availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.

11.         LOSS OR MUTILATION

      Upon   receipt  by  the  Company   from  Holder  of  evidence   reasonably
satisfactory  to it of the  ownership  of and the loss,  theft,  destruction  or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood  that  the  written  agreement  of the  Holder  shall  be  sufficient
indemnity),  and in case of mutilation upon surrender and  cancellation  hereof,
the Company  will execute and deliver in lieu hereof a new Warrant of like tenor
to Holder;  provided, in the case of mutilation,  no indemnity shall be required
if  this  Warrant  in  identifiable  form  is  surrendered  to the  Company  for
cancellation.

12.         OFFICE OF THE COMPANY

      As long as any of the  Warrants  remain  outstanding,  the  Company  shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant.

13.         LIMITATION OF LIABILITY

      No provision  hereof,  in the absence of  affirmative  action by Holder to
purchase  shares of Common  Stock,  and no  enumeration  herein of the rights or
privileges of Holder hereof,  shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

14.         MISCELLANEOUS

14.1  Nonwaiver  and  Expenses.  No course of dealing or any delay or failure to
exercise any right  hereunder on the part of Holder shall operate as a waiver of
such right or otherwise  prejudice Holder's rights,  powers or remedies.  If the
Company fails to make, when due, any payments  provided for hereunder,  or fails
to comply with any other  provision of this  Warrant,  the Company  shall pay to
Holder such amounts as shall be  sufficient  to cover any  reasonable  costs and
expenses including,  but not limited to, reasonable  attorneys' fees,  including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights,  powers or remedies
hereunder.

14.2 Notice Generally. Except as may be otherwise provided herein, any notice or
other  communication  or delivery  required or permitted  hereunder  shall be in
writing and shall be sent by facsimile with a copy delivered  personally or sent
by a nationally  recognized overnight courier service, and shall be deemed given
when so delivered personally or by overnight courier service, as follows:



<PAGE>



(1)         if to the Company, to:

WORLD DIAGNOSTICS, INC.
15271 NW 60th Avenue,
Miami Lakes, Florida 33014
Attention:  Ken Peters
Telephone:  (305) 827-3304
Facsimile:  (305) 827-3304

With a copy to:

Herrick, Feinstein LLP
2 Park Avenue,
New York, New York 10016
Attention:  Craig R. Parker, Esq.
Telephone:  (212) 592-1400
Facsimile:  (212) 592-1500

(2)       if to the Holder, to:

--------------------------
-----------------------
--------------------------
Attention:
Telephone: _________________
Facsimile:  _________________



<PAGE>



The  Company or the Holder may  change  the  foregoing  address by notice  given
pursuant to this Section 14.2.

14.3  Indemnification.  (a) The Company  agrees to indemnify  and hold  harmless
Holder  from  and  against  any  liabilities,   obligations,   losses,  damages,
penalties,  actions,  judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against  Holder in any manner  relating  to or arising out of any failure by the
Company to perform or observe  in any  material  respect  any of its  covenants,
agreements,  undertakings  or obligations  set forth in this Warrant;  provided,
however,  that the Company  will not be liable  hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,  costs,  attorneys' fees, expenses or disbursements are found in a final
non-appealable  judgment  by a  court  to  have  resulted  from  Holder's  gross
negligence,  bad faith or willful misconduct in its capacity as a stockholder or
warrant holder of the Company.

             (a) The Holder  agrees to indemnify  and hold  harmless the Company
from and against  any  liabilities,  obligations,  losses,  damages,  penalties,
actions,   judgments,  suits,  claims,  costs,  attorneys'  fees,  expenses  and
disbursements  of any kind which may be imposed  upon,  incurred  by or asserted
against the  Company in any manner  relating to or arising out of any failure by
the Holder to perform or observe in any material  respect any of its  covenants,
agreements,  undertakings  or obligations  set forth in this Warrant;  provided,
however,  that the Holder  will not be liable  hereunder  to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,  costs,  attorneys' fees, expenses or disbursements are found in a final
non-appealable  judgment by a court to have resulted  from the  Company's  gross
negligence, bad faith or willful misconduct.

14.4 Remedies.  The Company and Holder in addition to being entitled to exercise
all rights granted by law,  including  recovery of damages,  will be entitled to
specific  performance of its rights under Section 9 of this Warrant. The Company
and Holder agree that monetary  damages would not be adequate  compensation  for
any loss incurred by reason of a breach by it of the  provisions of Section 9 of
this  Warrant and hereby  agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

14.5  Successors  and Assigns.  Subject to the provisions of Sections 3.1 and 9,
this Warrant and the rights  evidenced  hereby shall inure to the benefit of and
be binding upon the  successors of the Company and the permitted  successors and
assigns of Holder.  The  provisions  of this  Warrant are intended to be for the
benefit of all Holders from time to time of this  Warrant  and,  with respect to
Section 9 hereof,  holders of Warrant Shares and Exchange  Shares,  and shall be
enforceable by any such Holder or holder of such Shares.

14.6      Amendment.  This Warrant and all other Warrants may be modified or
amended or the provisions hereof waived with the written consent of the
Company and the Holder.

14.7 Severability.  Wherever  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  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Warrant.

14.8  Headings.  The headings  used in this Warrant are for the  convenience  of
reference only and shall not, for any purpose, be deemed a part of this Warrant.

14.9

<PAGE>



          Governing Law.  This Warrant shall be governed by the laws of the
State of Delaware, without regard to the provisions thereof relating to
conflict of laws.

          IN WITNESS  WHEREOF,  the Company  has caused this  Warrant to be duly
executed  and its  corporate  seal to be  impressed  hereon and  attested by its
Secretary or an Assistant Secretary.

Dated:    ____________, 2000




<PAGE>



THE COMPANY:
-----------

WORLD DIAGNOSTICS, INC.


By:


<PAGE>



[SEAL]


<PAGE>






                                    EXHIBIT A

                                SUBSCRIPTION FORM

                [To be executed only upon exercise of Warrant]


            The  undersigned   registered  owner  of  this  Warrant  irrevocably
exercises  this  warrant  for the  purchase  of Shares of Common  Stock of World
Diagnostics,  Inc. and herewith makes payment therefor,  all at the price and on
the  terms  and   conditions   specified  in  this  Warrant  and  requests  that
certificates for the shares of Common Stock hereby purchased (and any securities
or other  property  issuable  upon such  exercise)  be issued in the name of and
delivered to

whose  address is and, if such  shares of Common  Stock shall not include all of
the shares of Common  Stock  issuable as provided  in this  Warrant,  that a new
Warrant  of like tenor and date for the  balance  of the shares of Common  Stock
issuable hereunder be delivered to the undersigned.





<PAGE>




(Name of Registered Owner)



(Signature of Registered Owner)



(Street Address)



(City)                             (State)      (Zip Code)



<PAGE>





      NOTICE: The signature on this  subscription  must correspond with the name
            as written upon the face of the within Warrant in every  particular,
            without alteration or enlargement or any change whatsoever.


<PAGE>



                                    EXHIBIT B

                             NOTICE OF EXCHANGE FORM


                [To be executed only upon exchange of Warrant]


                              The undersigned registered owner of this
Warrant irrevocably exercises its right to exchange _____ Warrants for Shares of
Common Stock of World Diagnostics, Inc. on the terms and conditions specified in
this  Warrant and  requests  that  certificates  for the shares of Common  Stock
hereby  exchanges for (and any securities or other  property  issuable upon such
exchange)  be issued in the name of and  delivered to Holder and, if such shares
of Common Stock shall not include all of the shares of Common Stock  issuable as
provided  in this  Warrant,  that a new  Warrant  of like tenor and date for the
balance of the shares of Common  Stock  issuable  hereunder  be delivered to the
undersigned.





<PAGE>




(Name of Registered Owner)



(Signature of Registered Owner)



(Street Address)



(City)                             (State)      (Zip Code)



<PAGE>





      NOTICE:           The signature on this notice must correspond with the
            name as written upon the face of the within Warrant in every
            particular, without alteration or enlargement or any change
            whatsoever.[To be executed only upon exchange of Warrant]



<PAGE>



                                    EXHIBIT C

                                 ASSIGNMENT FORM


                              FOR VALUE RECEIVED the undersigned registered
owner of this Warrant  hereby  sells,  assigns and  transfers  unto the Assignee
named  below all of the  rights of the  undersigned  under  this  Warrant,  with
respect to the number of shares of Common Stock set forth below:

Name and Address of Assignee                          No. of Shares of
----------------------------                          --------------

Common Stock






and does hereby irrevocably constitute and appoint
attorney-in-fact to register such transfer on the books of
maintained for the purpose, with full power of substitution in the premises.


Dated:                                                             Print Name:
            ------------------

                                   Signature:

                                    Witness:




<PAGE>



      NOTICE: The signature on this  assignment must correspond with the name as
            written  upon the face of the within  Warrant  in every  particular,
            without alteration or enlargement or any change whatsoever.



<PAGE>



                                    EXHIBIT D

                               HOLDBACK AGREEMENT

                                             , 2000

World Diagnostics, Inc.
15271 NW 60th Avenue,
Miami Lakes, Florida 33014

                        Re: Holdback Agreement (this "Agreement")
                            -------------------------------------

Gentlemen:

         The  undersigned  hereby  agrees and  acknowledges,  for the benefit of
World  Diagnostics,  Inc. (the "Company") and its successors and assigns and the
holders  of the  Company's  Common  Stock,  par value  $.001 per share  ("Common
Stock"), and other securities that:

         1. The undersigned is the record and beneficial  owner of (i) shares of
Common Stock,  and (ii) Warrants (the  "Warrants") of the Company dated the date
hereof to purchase or otherwise  acquire  Common Stock,  both of which have been
issued to the undersigned by the Company for valid  consideration  pursuant to a
Subscription  Agreement dated the date hereof by and between the Company and the
undersigned.

         2. Unless otherwise defined herein,  capitalized terms used herein have
the meanings ascribed to them in the Warrants.

         3. Effective  upon the  date (the  "Effective  Date")  the  undersigned
exercises its exchange  right set forth in Section 2.2 of the Warrants  (without
any  further  action on behalf of the  Company or the  undersigned),  during the
period commencing on the Effective Date and ending on the date which is eighteen
(18) months from the Effective Date (the "Termination Date"):

                  (a)   the undersigned  shall not sell,  transfer,  encumber,
                  pledge or otherwise  dispose of any Common Stock or Exchange
                  Shares; and

                   (b) neither the undersigned,  any of its affiliates,  nor any
                  person  acting  on its or their  behalf,  shall,  directly  or
                  indirectly, at any time prior to the Termination Date:

                         (i) enter into any put option, short position or engage
                        in any trading activities, hedging transactions or other
                        activities  with respect to the Common Stock or other of
                        the  Company's   securities  that  could  reasonably  be
                        expected  to  influence  the market  price of the Common
                        Stock or such other securities; or

                         (ii) sell the Common Stock or the Exchange  Shares in a
                        transaction  that is  effected at a price which is lower
                        than the  quoted  bid price of the  Common  Stock at the
                        time of sale.

      4. Following the Termination  Date,  neither the  undersigned,  any of its
affiliates,  nor any person  acting on its or their behalf,  shall,  directly or
indirectly, sell, during a calendar month within the first four months after the
Termination  Date,  a number of shares of Common  Stock  which is  greater  than
twenty five percent (25%) of, in the  aggregate,  the number of shares of Common
Stock  and  Exchange  Shares  acquired  by  the  undersigned   pursuant  to  the
Subscription  Agreement and Warrants,  in both cases as such number of shares of
Common  Stock and Exchange  shares may be adjusted  pursuant to the terms of the
subscription Agreement and Warrants.

      5.  Notwithstanding  anything to the contrary herein, the restrictions set
forth in this Agreement shall  terminate in their  entirety,  and shall be of no
force or effect, if the Company shall sell, transfer or otherwise dispose of all
or  substantially  all of its  property,  assets or  business,  whether by sale,
consolidation  or merger with or into another  entity  (where the Company or its
affiliate is not the surviving corporation) or otherwise.

      6. The undersigned  recognizes and  acknowledges  that Company has entered
into the  Subscription  Agreement and issued the Warrants to the  undersigned in
consideration  of the  undersigned's  entering  into  this  Agreement;  that the
Company is a new development stage technology Company in need of a stable market
for its  Common  Stock;  and that the Common  Stock is  subject  to  volatility.
Accordingly,  in the event of a breach or default by one or more of the  parties
hereto of the terms and conditions of this Agreement, the damages to the Company
may be impossible  to ascertain and it will not have an adequate  remedy at law.
In the event of any such breach or default in the  performance  of the terms and
provisions of this Agreement,  any party aggrieved  thereby shall be entitled to
institute and prosecute proceedings,  either at law or in equity, to enforce the
specific  performance of the terms and provisions of this  Agreement,  to enjoin
further  violations  of the terms and  provisions  of this  Agreement  and/or to
obtain damages.  Such remedies shall,  however,  be cumulative and not exclusive
and shall be in  addition to any other  remedies  which any party may have under
this Agreement or at law.

      7. This  Agreement  shall be governed  by and  construed  and  enforced in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
conflicts of law doctrine of such state. All actions against the parties to this
Agreement  arising  under  or  relating  to  this  Agreement  shall  be  brought
exclusively in the appropriate federal court in the County of New York, State of
New York.  Each of the parties hereto agrees to submit to personal  jurisdiction
and to waive any  objection as to venue in the County of New York,  State of New
York.  Service of process on any party  hereto in any action  arising  out of or
relating to this  Agreement  shall be  effective  if mailed to such party as set
forth in the Subscription.


<PAGE>



      8. This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective permitted successors and assigns, and if the
undersigned is an individual, to his or her heirs and legal representatives.

      9.  If  any  provision  of  this  Agreement   shall  be  held  invalid  or
unenforceable,  such  invalidity or  unenforceability  shall attach only to such
provision and only to the extent such  provision  shall be held to be invalid or
unenforceable  and shall not in any way affect the validity or  enforceablity of
the  other  provisions  hereof,  all of which  provisions  are  hereby  declared
severable,  and this letter agreement shall be carried out as if such invalid or
unenforceable provision or portion thereof was not embodied herein.

      10.  Neither this  Agreement  nor any  provisions  hereof shall be waived,
modified, discharged, or terminated except by an instrument in writing signed by
the party against whom any such waiver, modification,  discharge, or termination
is sought.

      11.  This  Agreement  is being  delivered  to you in  triplicate.  If this
Agreement accurately reflects our understanding,  please sign all copies of this
Agreement in the space provided below,  and return one fully executed  Agreement
to my attention upon acceptance of my subscription  pursuant to the Subscription
Agreement,  whereupon  this  Agreement  shall  become a legal  obligation.  This
Agreement  may be executed in  counterparts,  each of which shall  constitute an
integral part of one and the same original Agreement.


                                Sincerely yours,


                              By: ___________________
                                      Name:


Acknowledged and Agreed:

World Diagnostics, Inc.


By: ___________________________
    Name:
       Title: