THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS THE PERSON REQUESTING THE
TRANSFER OF THIS WARRANT SHALL FURNISH, WITH RESPECT TO SUCH TRANSFER. AN
OPINION OF COUNSEL, SATISFACTORY TO AMERICAN CONSOLIDATED LABORATORIES, INC.,
TO THE EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR DISPOSITION WILL NOT
INVOLVE ANY VIOLATION OF THE REGISTRATION PROVISIONS OF THE ACT OR ANY SIMILAR
OR SUPERSEDING STATUTE OR OF ANY APPLICABLE STATE SECURITIES LAW.

                     AMERICAN CONSOLIDATED LABORATORIES, INC.
                            (a Florida corporation)

                   Warrant for the purchase of securities of
                    American Consolidated Laboratories, Inc.

VOID AFTER 5:00 P.M. EASTERN STANDARD TIME, ON OCTOBER 10, 2001.

FOR VALUE RECEIVED, American Consolidated Laboratories, Inc., a Florida
corporation (the "Company"), hereby certifies that Tullis-Dickerson Capital
Focus, L.P., or assigns (the "Holder"), is entitled, subject to the provisions
of this Warrant, to purchase from the Company at any time during the period
commencing on October 11, 1996 and expiring at 5.00 p.m. Eastern Standard
Time on October 10, 2001 (the "Expiration Date"), up to 550,000 fully paid and
nonassessable shares of the Company's authorized but unissued Common Stock, as
hereinafter defined at a price of $.25 per share (the "Exercise Price").

     The term "Common Stock" means the common stock of the Company, together
with any other equity securities that may be issued by the Company in respect
thereof or in substitution therefor. The shares of Common Stock deliverable or
delivered upon such exercise, as adjusted from time to time, are hereinafter
referred to as "Warrant Stock."

     Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant certificate and (in
the case of loss, theft or destruction) of satisfactory indemnification and upon
surrender and cancellation of this Warrant certificate, if mutilated, the
Company shall execute and deliver a new Warrant of like tenor and date.

     1.   Exercise of Warrant. This Warrant may be exercised, subject to the
requirements set forth below, in whole or in part at any time or from time to
time prior to 5:00 p.m. Eastern Standard Time on the Expiration Date set forth
above, or, if such a day is a day on which banking institutions in New York,
New York are authorized by law to close, then on the next succeeding day that
shall not be such a day, by presentation and surrender of this Warrant
certificate to the Company at its principal office, or at the office of its
stock transfer agent, if any, with the Warrant Exercise Form attached hereto
duly executed and accompanied by payment (either in cash or by certified or
official bank check, payable to the order of the Company, or by surrender of
Warrant Shares) of the Exercise Price. Upon receipt by the Company of this
Warrant Certificate, together with the Exercise Price, at its office, or by the
stock transfer agent of the Company at its offices, if any, in proper form for
exercise as described above, together with an agreement to comply with the
restrictions on transfer and related covenants contained herein and a
representation as to investment intent and any other matter required by counsel
to the Company, signed by the Holder (and, if other than the original Holder,
accompanied by proof satisfactory to counsel for the Company of the right of
such person or persons to exercise the Warrant), the Holder shall be deemed to
be the holder of record for the shares of Common Stock issuable upon such
exercise, even if the stock transfer books of the Company shall then be closed
or certificates representing such shares of Common Stock shall not have been
delivered to the Holder. The Holder shall pay any and all


<PAGE>

documentary stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Common Stock on exercise of this Warrant. The
Company shall promptly thereafter issue certificate(s) evidencing the Common
Stock so purchased.

     2.   Reservation of Shares. The Company shall at all times reserve for
issuance and delivery upon exercise of this Warrant all shares of Common Stock
or other shares of capital stock of the Company (and other securities) from
time to time receivable upon exercise of this Warrant. All such shares (and
other securities) shall be duly authorized and, when issued upon exercise,
shall be validly issued, fully paid and nonassessable.

     3.   Fractional Shares.

          (a)  No Fractional Shares Issued. No fractional shares or scrip
     representing fractional shares shall be issued upon the exercise of this
     Warrant, but the Company shall pay the Holder an amount equal to the
     Market Price of such fractional share of Common Stock in lieu of each
     fraction of a share otherwise called for upon exercise of this Warrant.

          (b) Market Price Defined. For purposes of this Warrant, the Market
      Price of a share of Common Stock shall mean the average of the closing
      prices of the sales of Common Stock on all domestic securities exchanges
      on which the Common Stock may at the time be listed, or, if there have
      been no sales on any such exchange on any day, the average of the highest
      bid and lowest asked prices on all such exchanges at the end of such day,
      or, if on any day the Common Stock is not quoted in the Nasdaq System, the
      average of the highest bid and lowest asked prices on such day in the
      domestic over-the-counter market as reported by the National Quotation
      Bureau, Incorporated, or any similar successor organization, in each such
      case on the business day prior to the date of exercise of this Warrant,
      provided, that if the Common Stock is listed on any domestic securities
      exchange the term "business days" as used in this sentence means business
      days on which such exchange or system is open for trading. If at any time
      the Common Stock is not listed on any domestic securities exchange or
      system is open for trading. If at any time the Common Stock is not listed
      on any domestic securities exchange or quoted in the Nasdaq System or the
      domestic over-the-counter market, the Market Price will be the fair value
      thereof on the business day prior to the date of exercise of this Warrant
      as determined by the Company's Board of Directors acting in good faith.

     4.   Transfer.

           (a) Securities Law. Neither this Warrant nor the Warrant Stock
      issuable upon the exercise hereof has been registered under the Securities
      Act of 1933, as amended (the "Act"), or under any state securities laws
      and unless so registered may not be transferred, sold, pledged,
      hypothecated or otherwise disposed of unless an exemption for such
      registration is available. In the event Holder desires to transfer this
      Warrant or any of the Warrant Stock issued, the Holder must give the
      Company prior written notice of such proposed transfer including the name
      and address of the proposed transferee. Such transfer may be made only
      either (i) upon registration of the Warrants pursuant to the Act and
      applicable State Securities Laws; or (ii) upon publication by the
      Securities and Exchange Commission (the "Commission") of a ruling,
      interpretation, opinion or "no action letter" based upon facts presented
      to said Commission or (iii) upon receipt by the Company of an opinion of
      counsel, satisfactory to the Company, in either case to the effect that
      the proposed transfer will not involve any violation of the registration
      provisions of the Act or any similar or superseding statute or of any
      applicable state securities laws.

           (b) Conditions to Transfer. Prior to any such proposed transfer, and
      as a condition thereto, if such transfer is not made pursuant to an
      effective registration statement under the Act, the Holder will, if
      requested by the Company, deliver to the Company (i) an investment
      covenant signed by

                                       2

<PAGE>

      the proposed transferee, (ii) an agreement by such transferee to the
      impression of the restrictive investment legend set forth herein on the
      certificate or certificates representing the securities acquired by such
      transferee and (iii) an agreement by such transferee that the Company may
      place a "stop transfer order" with its transfer agent or registrar.

           (c) Transfer. Except as restricted hereby, this Warrant and the
      Warrant Stock may be transferred by the Holder in whole at any time. Upon
      surrender of this Warrant certificate to the Company with the Assignment
      Form annexed hereto duly executed and funds sufficient to pay any transfer
      tax, the Company shall, without charge, execute and deliver a new Warrant
      certificate in the name of the assignee named in such instrument of
      assignment, and this Warrant certificate in the name of the assignee named
      in such instrument of assignment, and this Warrant certificate shall
      promptly be cancelled. Any assignment, transfer, pledge, hypothecation or
      other disposition of this Warrant attempted contrary to the provisions of
      this Warrant, or any levy of execution, attachment or other process
      attempted upon this Warrant, shall be null and void without effect.

     5.   Rights of Holder. The Holder shall not, by virtue hereof, be entitled
to any rights of a stockholder in the Company, either at law or in equity, and
the rights of the Holder are limited to those expressed in this Warrant.

     6.   Anti-Dilution Provisions.

           (a) Adjustment for Reorganization, Consolidation, Merger, Etc. In
      case of any reorganization of the Company (or any other corporation, the
      securities of which are at the time receivable on the exercise of this
      Warrant) after the date hereof, or in case after the date hereof the
      Company (or any such other corporation) shall consolidate with or merger
      into another corporation or convey all or substantially all of its assets
      to another corporation, then, all in each such case, the Holder of this
      Warrant upon the exercise as provided in Section 1 at any time after the
      consummation of such reorganization, consolidation, merger or conveyance,
      shall be entitled to receive, in lieu of the securities and property
      receivable upon the exercise of this Warrant prior to such consummation,
      the securities or property to which such Holder would have been entitled
      upon such consummation if such Holder had exercised this Warrant
      immediately prior thereto. In each such case, the terms of this Warrant
      shall be applicable to the securities or property received upon the
      exercise of this Warrant after such consummation.

           (b) Certificate as to Adjustments. In each case of an adjustment in
      the number of shares of Common Stock receivable on the exercise of this
      Warrant, the Company at its expense shall promptly compute such adjustment
      in accordance with the terms of the Warrant and prepare a certificate
      executed by an officer of the Company setting forth such adjustment and
      showing the facts upon which such adjustment is based. The Company shall
      forthwith mail a copy of each such certificate to the Holder.

           (c) Notices of Record Date, Etc. In case; (i) the Company shall take
      record of the Holders of its Common Stock (or other securities at the time
      receivable upon the exercise of the Warrant) for the purpose of entitling
      them to receive any dividend (other than a cash dividend) or other
      distribution of stock, or any rights to subscribe for, purchase or
      otherwise acquire any shares of stock of any class or any other
      securities, or to receive any other right; or (ii) of any voluntary or
      involuntary dissolution, liquidation or winding-up of the Company, then
      and in each such case, the Company shall mail or cause to be mailed to the
      Holder a notice specifying, as the case may be, (A) the date on which
      record is to be taken for the purpose of such dividend, distribution or
      right, and stating the amount and character of such dividend, distribution
      or right, or (B) the date on which such reorganization, reclassification,
      consolidation, merger, conveyance, dissolution, liquidation or winding-up
      is to take place and the time,

                                       3
<PAGE>

      if any, to be fixed, as to which of the holders of record of Common Stock
      (or such other securities at the time receivable upon the exercise of this
      Warrant) shall be entitled to exchange their shares of Common Stock (or
      such other securities) for securities or property deliverable upon such
      reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up.

           7. Legend and Stop Transfer Orders. Unless the shares of Warrant
      Stock have been registered under the Act, upon exercise of any of this
      Warrant and the issuance of any of the shares of Warrant Stock, the
      Company shall instruct its transfer agent enter to stop transfer orders
      with respect to such shares, and all certificates representing shares of
      Warrant Stock shall bear on the face thereof substantially the following
      legend, insofar as is consistent with applicable law:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, OR
      OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT
      ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL,
      SATISFACTORY TO THE COMPANY, IS OBTAINED STATING THAT SUCH DISPOSITION
      WILL NOT INVOLVE ANY VIOLATION OF THE REGISTRATION PROVISIONS OF THE ACT
      OR ANY SIMILAR OR SUPERSEDING STATUTE OR OF ANY APPLICABLE STATE
      SECURITIES LAWS."

     8.   Registration.

           (a) Demand Registration. The Company agrees that upon demand of the
      Holders at any time after January 31, 1997, it shall file a registration
      statement under the Securities Act, and the Company shall effect, as soon
      as practicable, the registration under the Act of all Warrant Stock. If
      the Holder(s) intends to distribute the Warrant Stock by means of an
      underwriting, it shall so advise the Company. In the event Company does
      not register the Warrant Shares on or before January 31, 1997, Company
      hereby irrevocably grants and issues to Holder the right and option to
      sell to Company (the "Put") this Warrant at any time after January 31,
      1997 and prior to the Expiration Date, at a purchase price (the "Purchase
      Price") equal to the fair market value of the Warrant Shares issuable
      hereunder upon exercise of this Warrant. The Company shall pay to Holder,
      in cash or certified or cashier's check, the Purchase Price in exchange
      for delivery to Company of the Warrant, within 30 days of the receipt of
      written notice from Holder of its intention to exercise the Put. The fair
      market value of each Warrant Share shall be the closing price of Company's
      Common Stock as reported on any automated quotation system or stock
      exchange on which such stock is listed or reported or the average of the
      last bid and last offer for the stock of Company as reported on the Nasdaq
      over the counter market, if the stock is not listed on any exchange or
      reported on an automated quotation system, on the last full day of trading
      immediately preceding the date on which such written notice of Holder's
      intention to exercise the Put is received by the Company.

           (b) Piggyback Registrations. Notwithstanding the provisions set forth
      above, the Company shall notify the Holder(s) in writing at least thirty
      (30) days prior to filing any registration statement under the Securities
      Act for purposes of a public offering of securities of the Company
      (including, but not limited to, registration statements relating to
      secondary offerings of securities of the Company, but excluding
      registration statements relating to employee benefit plans) and will
      afford each such Holder an opportunity to include in such registration
      statement the Warrant Stock. If the registration statement is for an
      underwritten offering, the Company shall so advise the Holder and the
      right of Holder to be included in a registration shall be subject to
      reduction in the discretion of the underwriter and

                                       4
<PAGE>

      conditioned upon such Holder's participation in such underwriting and the
      inclusion of such Holder's Warrant Stock and Holder's execution of the
      underwriting agreement.

           (c) All expenses incurred in connection with registration (excluding
      underwriters' discounts and commissions), including, without limitation,
      all registration and qualification fees, printers' and accounting fees,
      and fees and disbursements of counsel for the Company shall be borne by
      the Company.

           (d) Obligations of the Company. Whenever required to effect the
      registration of the Warrant Stock, the Company shall, as expeditiously as
      reasonably possible:

                (i) Prepare and file a registration statement with respect
           thereto and use its best efforts to cause such registration statement
           to become effective, and keep such registration statement effective
           for up to one hundred twenty (120) days.

                (ii) Prepare and file such amendments and supplements to such
           registration statement and the prospectus used in connection with
           such registration statement as may be necessary to comply with the
           provisions of the Act.

                (iii) Furnish to the Holder(s) such number of copies of a
           prospectus, including a preliminary prospectus, in conformity with
           the requirements of the Act, and such other documents as may be
           reasonably requested.

                (iv) Use its best efforts to register and qualify the securities
           covered by such registration statement under such other securities or
           Blue Sky laws of such jurisdictions as shall be reasonably requested
           by the Holder(s), provided that the Company shall not be required in
           connection therewith or as a condition thereto to qualify to do
           business or to file a general consent to service of process in any
           such states or jurisdictions.

                (v) In the event of any underwritten public offering, enter into
           and perform its obligations under an underwriting agreement, in usual
           and customary form, with the managing underwriter(s) of such
           offering. The Holder participating in such underwriting shall also
           enter into and perform its obligations under such an agreement.

                (vi) Notify the Holder at any time when a prospectus relating
           thereto is required to be delivered under the Act of the happening of
           any event as a result of which the prospectus included in such
           registration statement, as then in effect, includes an untrue
           statement of a material fact or omits to state a material fact
           required to be stated therein or necessary to make the statements
           therein not misleading in light of the circumstances then existing.

                (vii) Furnish, at the request of any Holder requesting
           registration on the date that such Warrant Stock is delivered to the
           underwriters for sale, if such securities are being sold through
           underwriters, or, if such securities are not being sold through
           underwriters, on the date that the registration statement with
           respect to such securities becomes effective, (i) an

                                       5
<PAGE>

           opinion, dated as of such date, of the counsel representing the
           Company for the purposes of such registration in form and substance
           as is customarily given to underwriters in an underwritten public
           offering and reasonably satisfactory to the Holder, addressed to the
           underwriters, if any, and to the Holder and (ii) a letter dated as of
           such date, from the independent certified public accountants of the
           Company, in form and substance as is customarily given by independent
           certified public accountants to underwriters in an underwritten
           public offering and reasonably satisfactory to the Holder, addressed
           to the underwriters, if any, and to the Holder.

           (e) Indemnification. The Company will indemnify and hold harmless the
      Holder, the partners, officers and directors of the Holder, any
      underwriter (as defined in the Securities Act) for such Holder and each
      person, if any, who controls such Holder or underwriter within the meaning
      of the Act or the Securities Exchange Act of 1934, as amended (the "1934
      Act"), against any losses, claims, damages, or liabilities (joint and
      several) to which they may become subject under the Act, the 1934 Act or
      other federal or state law, insofar as such losses, claims, damages, or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any of the following statements, omissions or violations (collectively a
      "violation"): (i) any untrue statement or alleged untrue statement of a
      material fact contained in such registration statement, including any
      Preliminary Prospectus or final Prospectus contained therein or any
      amendments or supplements thereto, (ii) the omission or alleged omission
      to state therein a material fact required to be stated therein, or
      necessary to make the statements therein not misleading, or (iii) any
      violation or alleged violation by the Company of the Securities Act, the
      1934 Act, any state securities law or rule or regulation promulgated under
      the Securities Act, the 1934 Act or any state securities law in connection
      with the offering covered by such registration statement; and the Company,
      at its option, shall either assume the defense thereof or will reimburse
      the Holder, partner, officer, or director, underwriter or controlling
      person for any legal or other expenses reasonably incurred by them, as
      incurred, in connection with investigating or defending any such loss,
      claim, damage, liability or action; provided, however, that the indemnity
      agreement contained in this subsection shall not apply to amounts paid in
      settlement of any such loss, claim, damage, liability or action if the
      Holder fails to promptly notify the Company of such claim or such
      settlement is effected without the consent of the Company (which consent
      shall not be unreasonably withheld), nor shall the Company be
      liable in any such case for any such loss, claim, damage,
      liability or action to the extent that it arises out
      of or is based upon a violation which occurs in
      reliance upon and in conformity with written information furnished
      expressly for use in connection with such registration by such Holder,
      partner, officer, director, underwriter or controlling person of such
      Holder. The obligations of the Company under this paragraph shall survive
      the completion of any offering of Warrant Stock.

      9. Notice. All notices hereunder shall be in writing and shall be deemed
given (a) when delivered personally, (b) the next business day when sent by
nationally recognized overnight courier service procuring a return receipt, or
(c) within three business days after mailing when by certified or registered
mail, return receipt requested, to the Company at American Consolidated
Laboratories, Inc.., 6414 Parkland Drive, Sarasota, Florida 34243, or to the
Holder at his address on the Company's records or at such other address of which
the Company or Holder has been advised by notice hereunder.

      10. Applicable Law. This Warrant is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
of Florida.


                                       6
<PAGE>


      11. Miscellaneous. This Warrant represents the entire agreement of the
Company with respect to the subject matter hereof and may be changed only by a
written agreement executed by the Company and the Holder.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of
October 11, 1996.

                                      AMERICAN CONSOLIDATED LABORATORIES, INC.

                                      By: /s/ Joseph A. Arena
                                          -----------------------
                                          Name: Joseph A. Arena
                                          Title: Chief Executive Officer


                                       7
<PAGE>


                                ASSIGNMENT FORM

     For value received, the undersigned _____________________, hereby sells,
assigns and transfers all of the rights of the undersigned under the within
Warrant, with respect to the number of shares of the capital stock covered
thereby set forth below, unto:

Name and Address of Assignee                  Number of Shares









Date:

       Name of Holder:


                                  By: _________________________________


<PAGE>


                             WARRANT EXERCISE FORM

     1. The undersigned Warrant Holder of the attached original, executed
Warrant hereby elects to exercise its purchase right under such Warrant with
respect to the Warrant Stock, as defined in the Warrant of American Consolidated
Laboratories, Inc. (the "Company").

     2. The undersigned Warrant Holder

          (a)  elects to pay the aggregate exercise price for such Warrant
     Stock in the following manner.

                (i) by lawful money of the United States or the enclosed
           certified check or postal or express money order payable in United
           States dollars to the order of the Company in the amount of $
           _______________ ; or

                (ii) by wire transfer of United States funds to the account of
           the Company in the amount of $ ___________ , which transfer has been
           made before or simultaneously with the delivery of this Warrant
           Exercise Form pursuant to the instructions of the Company.

                (iii) by surrendering Holder's rights to that number of Warrant
           Shares having a fair market value equal to the exercise price of the
           Warrant Shares being purchased. Accordingly, upon exercise of this
           Warrant, Holder would receive the number of Warrant Shares to which
           it would otherwise be entitled upon such exercise, less the
           surrendered shares. For purposes of this provision, the fair market
           value of one share of stock shall be the closing price as reported on
           any automated quotation system or exchange on which the Company's
           stock is listed or reported or the average of the last bid and last
           offer for the stock of the Company as reported on the Nasdaq
           over-the-counter market, as applicable, on the last full day of
           trading immediately preceding such exercise.

     3.   Please issue a stock certificate or certificates representing the
appropriate number of shares of Warrant Stock in the name of the undersigned or
in such names as is specified below:

Name: ______________________________

Address: ____________________________

Tax Identification No.: ____________________________

HOLDER: _____________________________

By: _________________________________

Date: _________________________________

Note: The signature of the Warrant Holder must conform in all respects to the
name of the Warrant Holder as specified on the face of the Warrant, or
Assignment, without alteration, enlargement or any change whatsoever.

<PAGE>