<PAGE>
                                                         

THIS WARRANT AND THE  SECURITIES  ISSUABLE UPON  EXERCISE  THEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
BE  OFFERED,  SOLD,  ASSIGNED,  TRANSFERRED,  OR  OTHERWISE  DISPOSED  OF UNLESS
REGISTERED  PURSUANT  TO THE ACT OR AN  OPINION  OF  LEGAL  COUNSEL,  REASONABLY
SATISFACTORY  TO THE  COMPANY,  IS  OBTAINED  STATING  THAT  AN  EXEMPTION  FROM
REGISTRATION UNDER THE ACT IS AVAILABLE.

DATED:  May 13, 1998                                                    NO. I

                                 FORM OF WARRANT

                           LIFESERV TECHNOLOGIES, INC.

                     Warrant to Purchase up to 45,000 Shares
                    of Common Stock, par value $.01 per share

                   VOID AFTER 5:00 P.M., EASTERN STANDARD TIME
                         ON OR BEFORE SEPTEMBER 30, 2008

    This certifies that, for value received, Ella Kedan ("Kedan") or registered
assigns  (collectively  with Kedan, the "Holder"),  is entitled to purchase from
LifeServ  Technologies,  Inc.,  a  Florida  corporation  (the  "Company"),  if a
promissory  note  of  Medication  Management  Technologies,   Inc.,  Performance
Pharmacy Systems,  Inc., Medication Management Systems,  Inc., Cart-Ware,  Inc.,
and System  Professionals,  Inc. in favor of Kedan,  a copy of which is attached
hereto as Exhibit A (the "Note"),  is not paid in full as described below, up to
45,000 fully paid and  nonassessable  shares (the "Shares") of the Common Stock,
par value $.01 per share,  of the Company  ("Common  Stock"),  which will become
exercisable  as  follows:  15,000  Shares  if the Note  (including  any  accrued
interest) is not paid in full on or before July 31, 1998, an  additional  15,000
Shares if the Note  (including  any accrued  interest) is not paid in full on or
before August 31, 1998, and an additional  15,000 Shares if the Note  (including
any accrued  interest) is not paid in full on or before  September  30, 1998, in
each case at a price of $1.00 per Share  (the  "Exercise  Price")  for ten years
after the warrant becomes exercisable with respect to such Shares (the "Exercise
Period"),  subject to the terms,  conditions,  and adjustments set forth in this
Warrant (the "Warrant").


     1. Exercise of Warrants.  This Warrant may be exercised in whole or in part
by the Holder  during the  applicable  Exercise  Period  upon  presentation  and
surrender  hereof,  with the  Purchase  Form  attached  hereto as Exhibit B duly
executed,  at the office of the Company located at 12920  Automobile  Boulevard,
Clearwater,  Florida  33762,  accompanied  by full payment of the Exercise Price
multiplied by the number of Shares of the Company being purchased (the "Purchase
Price"),  whereupon the Company shall cause the appropriate  number of Shares to
be issued and shall  deliver to the Holder,  within 10 days of  surrender of the

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                                       2

     Warrant, a certificate  representing the Shares being purchased.  Upon each
partial exercise  hereof,  a new Warrant  evidencing the remainder of the Shares
will be issued to the Holder,  at the Company's  expense,  as soon as reasonably
practicable,  at the same Exercise  Price,  for the same Exercise  Periods,  and
otherwise on the same terms and conditions as the Warrant  partially  exercised.
The Purchase Price shall be payable by delivery of a certified or bank cashier's
check payable to the Company, or by wire transfer of immediately available funds
to an  account  designated  in  writing  by the  Company,  in the  amount of the
Purchase  Price,  or, if the  Company's  Common  Stock is listed on a securities
exchange  or  market,  in the  manner set forth in the  following  paragraph  if
requested by the Holder in the Purchase Form. The Holder shall be deemed for all
purposes  to have  become  the  holder of record  of  Shares so  purchased  upon
exercise  of this  Warrant as of the close of  business  on the date as of which
this Warrant,  together with a duly executed Purchase Form, was delivered to the
Company and payment of the Purchase  Price was made,  regardless  of the date of
delivery of any certificate representing the Shares so purchased, except that if
the Company were subject to any legal  requirements  prohibiting it from issuing
shares of Common  Stock on such date,  the Holder shall be deemed to have become
the record  holder of such  Shares on the next  succeeding  date as of which the
Company ceased to be so prohibited.

     If the Company's Common Stock is listed on a securities exchange or market,
in  addition  to the method of payment  set forth  above and in lieu of any cash
payment  required,  the Holder shall have the right to exercise  this Warrant in
full or in part by  surrendering  this Warrant in the manner  specified above in
exchange  for the  number of Shares  equal to the  product  of (x) the number of
Shares as to which this Warrant is being exercised multiplied by (y) a fraction,
the numerator of which is the Market Price (as defined  below) less the Purchase
Price,  and the  denominator  of which is the Market Price.  For purpose of this
Warrant,  "Market  Price" shall mean the average  closing sale price quoted on a
share of Common  Stock on the  Nasdaq  National  Market or the  principal  stock
exchange  on which the Common  Stock is then traded for the three  trading  days
immediately  prior to the date of the delivery to the Company of a purchase form
(or if the Company's Common Stock is not traded or listed on the Nasdaq National
Market or any other principal  securities market, the average of the closing bid
prices on the Nasdaq  SmallCap  Market,  the OTC Electronic  Bulletin  Board, or
otherwise in the over-the-counter market on such days as reported by Nasdaq, the
National  Quotation Bureau  Incorporated or any comparable  system, or if not so
reported,  as reported by any New York Stock  Exchange  member firm  selected in
good faith by the Company for such purpose).

     2.  Exchange;  Restrictions  on Transfer  or  Assignment.  This  Warrant is
exchangeable,  without  expense,  at the option of the  Holder,  upon  surrender
hereof to the Company for other  Warrants of different  denominations  entitling
the Holder to purchase in the  aggregate  the same number of Shares  purchasable
hereunder. Subject to compliance with the Act, applicable state securities laws,
and the requirements pertaining to transfer described in Section 5, this Warrant
and the Holder's  rights  hereunder are  transferrable.  To effect a transfer of
this  Warrant,  the Holder  shall  surrender  the  Warrant to the Company at its
principal  office with the  Assignment  Form  attached  hereto as Exhibit C duly
completed and executed (with signature  guaranteed),  whereupon the Company,  if

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                                       3

the proposed  assignment is permitted pursuant to the provisions  hereof,  shall
register the  assignment  of this  Warrant in  accordance  with the  information
contained in the assignment  instrument and shall,  without charge,  execute and
deliver a new Warrant or Warrants  in the name(s) of the  assignee or  assignees
named in such assignment  instrument  (and, if applicable,  a new Warrant in the
name  of  the  Holder  evidencing  any  remaining  portion  of the  Warrant  not
theretofore exercised, transferred, or assigned) and this Warrant shall promptly
be cancelled. The term "Warrant" as used herein includes any Warrants into which
this Warrant may be divided or exchanged.

     3. Rights and Obligations of Warrant Holders.  This Warrant does not confer
upon the Holder any rights as a shareholder of the Company,  either at law or in
equity.  The rights of the Holder are limited to those expressed  herein and the
Holder,  by  acceptance  hereof,  consents  to and  agrees to be bound by and to
comply with all the  provisions of this Warrant.  Each Holder,  by acceptance of
this Warrant, agrees that the Company and its transfer agent, if any, may, prior
to any presentation of this Warrant for registration of transfer, deem and treat
the person in whose name this Warrant is registered as the absolute,  true,  and
lawful owner of this Warrant for all purposes whatsoever and neither the Company
nor any transfer agent shall be affected by any notice to the contrary.

     4.  Covenants  and  Warranties  of the Company.  The Company  covenants and
agrees that (i) any and all Shares that are issued and  delivered  upon exercise
of this Warrant and payment of the Purchase Price will,  upon delivery,  be duly
authorized, validly issued, fully-paid, and nonassessable shares of Common Stock
and (ii) the Company shall at all times during the Exercise  Period  reserve and
keep  available  a number of  authorized  but  unissued  shares of Common  Stock
sufficient to permit the exercise in full of this Warrant. The Company will take
all such  actions as may be  necessary to assure that all shares of Common Stock
may be so issued  without  violation  by the  Company of any  applicable  law or
government  regulation or any requirement of any securities  exchange upon which
shares of Common Stock may be listed  (except for  official  notice of issuance,
which the Company will transmit promptly upon issuance of such shares).

     The Company  represents  and warrants that (i) the Company is a corporation
duly  organized,  validly  existing,  and of active status under the laws of the
State of  Florida,  (ii) the  Company  has all  requisite  corporate  power  and
authority to issue this Warrant and to consummate the transactions  contemplated
hereby,  and such issuance and consummation  will not conflict with, result in a
material breach of,  constitute a material default under, or material  violation
of any provision of the Company's  Articles of Incorporation  or Bylaws,  or any
law or  regulation  of  any  governmental  authority  or  any  provision  of any
agreement,  judgment,  or decree  affecting  the Company and (iii) all corporate
action  required to be taken by the Company in connection with the execution and
delivery  of this  Warrant  and the  performance  of the  Company's  obligations
hereunder has been taken.

<PAGE>
                                       4

     5.  Disposition of Warrants or Shares.  The Holder  acknowledges  that this
Warrant and the Shares  issuable upon exercise  thereof have not been registered
under the Act or applicable state law. The Holder agrees,  by acceptance of this
Warrant,  (i) that no sale,  transfer,  or  distribution  of this Warrant or the
Shares  shall  be made  except  in  compliance  with the Act and the  rules  and
regulations promulgated thereunder, including any applicable prospectus delivery
requirements and the restrictions on transfer set forth herein, and (ii) that if
any distribution or any other transfer of this Warrant or any Shares is proposed
to be made by it otherwise than pursuant to an effective  registration statement
under the Act,  such action shall be taken only after  submission to the Company
of an opinion of counsel,  reasonably  satisfactory in form and substance to the
Company and its counsel,  to the effect that the proposed  distribution will not
be in violation of the Act or of applicable state law.

     6. Adjustment.  The number of Shares  purchasable upon the exercise of this
Warrant and the Exercise Price per Share are subject to adjustment  from time to
time as provided in this Section 6.

          (a) Subdivision or Combination of Shares.  If the Company shall at any
     time subdivide its outstanding shares of Common Stock into a greater number
     of shares (including a stock split effected as a stock dividend) or combine
     its outstanding  shares of Common Stock into a lesser number of shares, the
     number of Shares  issuable  upon exercise of this Warrant shall be adjusted
     to such number as is obtained by multiplying  the number of shares issuable
     upon  exercise of this Warrant  immediately  prior to such  subdivision  or
     combination by a fraction,  the numerator of which is the aggregate  number
     of shares of Common Stock  outstanding  immediately  after giving effect to
     such  subdivision  or  combination  and the  denominator  of  which  is the
     aggregate number of shares of Common Stock outstanding immediately prior to
     such subdivision or combination,  and the Exercise Price per Share shall be
     correspondingly  adjusted to such amount as shall,  when  multiplied by the
     number of Shares  issuable upon full exercise of this Warrant (as increased
     or decreased to reflect such  subdivision  or  combination  of  outstanding
     shares of Common  Stock,  as the case may be),  equal  the  product  of the
     Exercise Price per Share in effect immediately prior to such subdivision or
     combination  multiplied  by the number of Shares  issuable upon exercise of
     this Warrant immediately prior to such subdivision or combination.

          (b)  Effect  of  Sale,  Merger,  or  Consolidation.   If  any  capital
     reorganization or  reclassification of the capital stock of the Company, or
     consolidation or merger of the Company with another corporation, or sale of
     all or  substantially  all of the Company's  assets to another  corporation
     shall be  effected  after  the date  hereof in such a way that  holders  of
     Common Stock shall be entitled to receive stock, securities, or assets with
     respect to or in exchange for Common  Stock,  then,  as a condition of such
     reorganization,  reclassification,  consolidation,  merger, or sale, lawful
     and adequate  provision  shall be made whereby the Holder shall  thereafter
     have the right to purchase  and  receive,  upon the basis and the terms and
     conditions  specified in this Warrant and in lieu of the Shares immediately
     theretofore purchasable and receivable upon the exercise

<PAGE>
                                       5

     of this  Warrant,  such  shares of stock,  securities,  or assets as may be
     issued  or  payable  with  respect  to  or in  exchange  for  a  number  of
     outstanding  shares of Common Stock equal to the number of shares of Common
     Stock immediately  theretofore purchasable and receivable upon the exercise
     of this Warrant,  and in any such case appropriate  provision shall be made
     with respect to the rights and  interests of the Holder to the end that the
     provisions of this Warrant (including,  without limitation,  provisions for
     adjustments of the Exercise Price and of the number of Shares issuable upon
     the exercise of this Warrant) shall thereafter be applicable,  as nearly as
     may be possible,  in relation to any shares of stock,  securities or assets
     thereafter deliverable upon the exercise of this Warrant. The Company shall
     not effect  any such  consolidation,  merger,  or sale  unless  prior to or
     simultaneously with the consummation thereof the successor  corporation (if
     other than the Company)  resulting from such consolidation or merger or the
     corporation  purchasing  such assets shall  assume,  by written  instrument
     executed and  delivered to the Holder at its last address  appearing on the
     books of the Company,  the  obligation to deliver to the Holder such shares
     of  stock,  securities  or  assets  as, in  accordance  with the  foregoing
     sentence, the Holder may be entitled to purchase.

          (c)  Issuance of Common  Stock Below  Exercise  Price.  If the Company
     shall issue or sell shares of Common Stock or rights, options, warrants, or
     convertible or  exchangeable  securities  containing the right to subscribe
     for or purchase shares of Common Stock ("Common Stock Equivalents")  (other
     than upon  conversion  of up to 35,000  shares of Series A Preferred  Stock
     having  an  interest  rate  of up to 15%  issued  through  Jesup  &  Lamont
     Securities  Corporation  pursuant  to a  private  placement  memorandum  or
     pursuant to the exercise of any Common Stock Equivalents outstanding on the
     date of the Note under any of the Company's  employee benefit plans),  at a
     price per share of Common  Stock  (determined,  in the case of Common Stock
     Equivalents,  by dividing (A) the total amount receivable by the Company in
     consideration  of the issuance  and sale of such Common  Stock  Equivalent,
     plus  the  total  consideration  payable  to  the  Company  upon  exercise,
     conversion,  or  exchange  thereof,  by (B) the  total  number of shares of
     Common  Stock  covered  by such  Common  Stock  Equivalent),  that is lower
     (calculated  the date of such sale or issuance) than the Exercise Price, or
     for no consideration, then:

               (i) in each case the number of shares of Common Stock  thereafter
          issuable  upon the exercise of this Warrant  (whether or not presently
          exercisable)  shall be increased in a manner determined by multiplying
          the number of shares of Common Stock issuable upon the exercise of the
          Warrant by a fraction,  of which the numerator  shall be the number of
          shares of Common Stock  outstanding  immediately  prior to the sale or
          issuance plus the number of additional  shares of Common Stock offered
          for  subscription  or  purchase  or  to  be  issued  upon  conversion,
          exercise,  or exchange of such Common Stock  Equivalent,  and of which
          the  denominator  shall  be the  number  of  shares  of  Common  Stock
          outstanding  immediately prior to the sale or issuance plus the number
          of shares of Common  Stock  that the  "aggregate  consideration  to be
          received by the Company" (as defined  below) in  connection  with such
          sale or issuance would purchase at the Exercise Price. For the purpose
          of such adjustments the "aggregate consideration to be received by the
          Company" shall be the  consideration  received by the Company for such
          Common Stock or Common Stock  Equivalents,  plus any  consideration or
          premiums  stated in the Common  Stock  Equivalents  to be paid for the
          shares of Common Stock covered thereby; and

<PAGE>
                                       6

               (ii) in each case the Exercise Price will be reduced to the price
          calculated  by  dividing  (A) an  amount  equal  to the sum of (1) the
          number of shares of Common Stock outstanding  immediately  before such
          issuance or sale  multiplied by the then existing  Exercise Price Plus
          (2) the aggregate consideration,  if any, received by the Company upon
          such  issuance  or sale,  by (B) the total  number of shares of Common
          Stock  outstanding  immediately  after such  issuance or sale plus the
          number  of  shares  of  Common  Stock   issuable  upon  the  exercise,
          conversion, or exchange of any Common Stock Equivalents issued or sold
          in the transaction for which the Company is making this adjustment.

               If the  Company  shall  issue or sell  shares of Common  Stock or
          Common Stock Equivalents for a consideration  consisting,  in whole or
          in part,  of  property  other  than  cash or its  equivalent,  then in
          determining   the   "price   per  share  of  Common   Stock"  and  the
          "consideration"  receivable  by or payable to the Company for purposes
          of this Section  6(c),  the Board of  Directors  of the Company  shall
          determine,  in good  faith,  the fair value of such  property.  If the
          Company shall issue and sell Common Stock  Equivalents,  together with
          one or more  other  securities  as part of a unit at a price per unit,
          then in  determining  the  "price  per share of Common  Stock" and the
          "consideration"  receivable  by or payable to the Company for purposes
          of this Section  6(c),  the Board of  Directors  of the Company  shall
          determine,  in  good  faith,  the  fair  value  of  the  Common  Stock
          Equivalents then being sold as part of such unit.

          (d) If any  event  occurs  as to which  the  preceding  Sections  6(a)
     through  (c) are not  strictly  applicable,  but as to which the failure to
     make  any  adjustment   would  not  fairly  protect  the  purchase   rights
     represented  by this Warrant in accordance  with the  essential  intent and
     principles of this Warrant, as determined by the Company or as requested by
     the Holder in accordance with the notice provisions of Section 12, then, in
     each such case, the Company shall select an independent  investment bank or
     firm of independent  public  accountants,  such  investment bank or firm of
     independent  public  accountants  to be  selected  from a  group  of  three
     nationally  recognized  investment  banks or firms  of  public  accountants
     chosen by the Holder,  which will give its opinion as to the  adjustment,if
     any,  on a basis  consistent  with  the  essential  intent  and  principles
     established in this Warrant. Upon receipt of such opinion, the Company will
     promptly  deliver a copy of such  opinion  to the  Holder and will make the
     adjustments  described  in such  opinion.  The  fees and  expenses  of such
     investment  bank or  independent  public  accountants  will be borne by the
     Company.  If the  adjustment is requested by the Holder,  however,  and the
     investment bank or firm of independent public  accountants  selected by the
     Company  pursuant  to  this  paragraph  determines  that no  adjustment  is
     necessary,  then the fees and expenses  described in the preceding sentence
     shall be borne by the Holder.

          (e)  Notice to Holder of  Adjustment.  Whenever  the  number of Shares
     purchasable  upon exercise of this Warrant or the Exercise  Price per Share
     is adjusted as herein provided, the Company shall cause to be mailed to the
     Holder within 5 days of such adjustment,  in accordance with the provisions
     of  Section  12,  notice  setting  forth  the  adjusted  number  of  Shares
     purchasable  upon the  exercise of the Warrant  and the  adjusted  Exercise
     Price and showing in reasonable  detail the  computation  of the adjustment
     and the facts upon which such adjustment is based.

<PAGE>
                                       7

          (f) Notices to Holder of Certain Events. If at any time after the date
     hereof:

               (i) the Company shall declare any dividend or other  distribution
          upon or with  respect  to the Common  Stock,  including  any  dividend
          payable in cash,  shares of Common  Stock or other  securities  of the
          Company; or

               (ii) the Company shall offer for  subscription  to the holders of
          its Common  Stock any  additional  shares of stock of any class or any
          other  securities  convertible  into  Common  Stock or any  rights  to
          subscribe thereto; or

               (iii)   there   shall   be   any   capital    reorganization   or
          reclassification  of the capital  stock of the  Company  (other than a
          change in par value, or from par value to no par value, or from no par
          value to par value or as result of the  subdivision  or combination of
          shares),  or any  conversion of the Shares into  securities of another
          corporation,  or a sale of all or  substantially  all of the assets of
          the Company,  or a consolidation or merger of the Company with another
          corporation  (other  than a merger  with a  subsidiary  in  which  the
          Company is the continuing corporation and which does not result in any
          reclassification or change of the Shares issuable upon exercise of the
          Warrants); or

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

then, in any one or more of said cases,  the Company shall cause to be mailed to
the  Holder,  not less than 15 days before any record date or other date set for
the  definitive  action,  written notice of the date upon which the books of the
Company  shall close or a record shall be taken for  purposes of such  dividend,
distribution  or  subscription   rights  or  upon  which  such   reorganization,
reclassification,   conversion,   sale,  consolidation,   merger,   dissolution,
liquidation  or winding up shall take  place,  as the case may be.  Such  notice
shall also set forth facts as shall  indicate  the effect of such action (to the
extent  such  effect  may be known at the date of such  notice) on the number of
Shares and the kind and amount of the shares of stock and other  securities  and
property  deliverable  upon  exercise of the  Warrants.  Such notice  shall also
specify the date as of which the holder of record of the shares of Common  Stock
shall  participate in such dividend,  distribution,  or  subscription  rights or
shall be entitled to exchange  their  shares of Common Stock for  securities  or
other  property   deliverable   upon  such   reorganization,   reclassification,
conversion,  sale, consolidation,  merger, dissolution,  liquidation, or winding
up, as the case may be (on which date in the event of voluntary  or  involuntary
dissolution,  liquidation,  or winding up of the Company,  the right to exercise
the Warrants shall terminate).

<PAGE>
                                       8


     7. Piggy-Back Registration.

          (a) If the Company shall,  at any time prior to the expiration of this
     Warrant,  authorize a registration  of its Common Stock with the Securities
     and Exchange  Commission (the "SEC"),  the Company shall furnish the Holder
     with at least 30 days prior  written  notice  thereof and the Holder  shall
     have the option to include  the Shares to be issued to the Holder  upon the
     exercise of this Warrant in such registration  statement.  The Holder shall
     exercise the  "piggy-back  registration  rights"  granted  pursuant to this
     Section 7 by giving  written  notice to the  Company  within 20 days of the
     receipt of the written notice from the Company described above.

          (b) Notwithstanding any other provision of this Warrant, the Company's
     obligations  under this Section 7 shall be subject to the  following  terms
     and conditions:

               (i) The obligations of the Company set forth under this Section 7
          shall  not arise  upon the  filing of a  registration  statement  that
          covers any of the following:  (A) securities  proposed to be issued in
          exchange for assets or  securities  of another  corporation;  (B) debt
          securities not convertible into, or exchangeable for, shares of Common
          Stock;   (C)  securities  to  be  issued  pursuant  to  a  transaction
          registered on Form S-4 (or any  registration  form  promulgated by the
          SEC in substitution of that form); or (D) a stock option, stock bonus,
          stock  purchase,  or other employee  benefit or  compensation  plan or
          securities issued or issuable pursuant to any such plan.

               (ii) If the Company files a registration  statement in connection
          with an  underwritten  public  offering of Common  Stock,  the Company
          shall use its best  efforts to cause the managing  underwriter  of the
          proposed  offering  to grant any  request  by the Holder  that  Shares
          purchased  by the Holder upon the exercise of this Warrant be included
          in the  proposed  public  offering  on terms and  conditions  that are
          customary under industry practice. Notwithstanding any other provision
          of this Agreement,  if the managing underwriter of the public offering
          of the Common Stock gives  written  notice to the Company that, in the
          reasonable  opinion of such managing  underwriter,  marketing  factors
          require a limitation  of the total number of shares of Common Stock to
          be  underwritten,  then the number of Shares  purchased  by the Holder
          upon the exercise of this Warrant that the Company  shall be obligated
          to  include  in  the  registration   statement  shall  be  reduced  in
          accordance with the limitations imposed by the managing underwriter.

               (iii) The Holder must provide to the Company all information, and
          take all  action,  the  Parent  reasonably  requests  with  reasonable
          advance  notice,  to enable it to comply  with any  applicable  law or
          regulation or to prepare the  registration  statement  that will cover
          the Shares that will be included in the registration.

<PAGE>
                                       9

          (c) The Company will pay all Registration  Expenses (as defined below)
     in connection with the  registration of the Shares pursuant to this Section
     7. For purposes of this Warrant,  the term  "Registration  Expenses"  shall
     mean all expenses incurred by the Company in complying with this Section 7,
     including,  without limitation,  all registration and filing fees, exchange
     listing fees, printing expenses,  fees and disbursements of counsel for the
     Company,  state Blue Sky fees and expenses,  transfer  agent fees,  cost of
     engraving  of  stock   certificates,   costs  for  mailing  and   tombstone
     advertising,   cost  of  preparing  the  registration  statement,   related
     exhibits,  amendments  and  supplements  thereto,  underwriting  documents,
     selected dealer  agreements,  preliminary and final  prospectuses,  and the
     expense  of  any  special  audits  incident  to or  required  by  any  such
     registration,  but excluding underwriting discounts and selling commissions
     attributable  to the Shares and the fees and  expenses of the  Holder's own
     counsel and accountants, which shall be borne by the Holder.

     8. Indemnification and Notification.

          (a) The Company will  indemnify  and hold harmless the Holder from and
     against any and all losses,  claims,  damages,  expenses,  and  liabilities
     caused  by  any  untrue  statement  of a  material  fact  contained  in any
     registration statement or contained in a prospectus furnished thereunder or
     caused by any  omission  to state a  material  fact  necessary  to make any
     statement  therein  not  misleading.   The  foregoing  indemnification  and
     agreement  to hold  harmless  shall not  apply,  however,  insofar  as such
     losses, claims, damages,  expenses, and liabilities are caused by an untrue
     statement or omissions based upon  information  furnished in writing to the
     Company by the Holder  expressly for use in any  registration  statement or
     prospectus.

          (b) The  Holder  will  indemnify  the  Company,  and each  person  who
     controls the Company  within the meaning of Section 15 of the Act, from and
     against any and all losses,  claims,  damages,  expenses,  and  liabilities
     caused  by  an  untrue  statement  of a  material  fact  contained  in  any
     registration statement or contained in a prospectus furnished thereunder or
     caused  by an  omission  to state a  material  fact  necessary  to make any
     statement therein not misleading insofar as such losses,  claims,  damages,
     expenses,  and  liabilities  are caused by an untrue  statement or omission
     based upon  information  furnished  in writing to the Company by the Holder
     expressly for use in any registration statement or prospectus.

          (c) Each  indemnified  party promptly  shall notify each  indemnifying
     party of any claim asserted or action commenced  against it that is subject
     to the indemnification provisions of this Section, but failure to so notify
     an  indemnifying  party will not  relieve the  indemnifying  party from any
     liability pursuant to these indemnity  provisions or otherwise,  unless and
     only to the extent that the  failure  materially  prejudices  the rights or
     obligations  of the  indemnifying  party.  Without  limiting  what might be
     materially  prejudicial  to  an  indemnifying  party,  the  failure  of  an
     indemnified  party to notify an indemnifying  party of a lawsuit within ten
     days after the date when the indemnified party is served with a copy of the
     complaint,  petition,  or other pleading asserting the indemnifiable  claim
     will be considered materially  prejudicial to the rights and obligations of
     any  indemnifying  party  who  was  not  also  served  with a  copy  of the
     complaint, petition, or other pleading asserting the indemnifiable claim.

<PAGE>
                                       10

          The  indemnifying  party may  participate  at its own  expense  in the
     defense,  or, if the indemnifying party so elects within a reasonable time,
     the  indemnifying  party may assume the  defense,  of any action  commenced
     against the indemnified party that is the subject of indemnification  under
     this Section.  If the indemnifying party elects to assume the defense of an
     indemnified action,  however, the indemnifying party shall engage to defend
     the action legal counsel reasonably  satisfactory to the indemnified party.
     If the  indemnifying  party elects to assume the defense of any indemnified
     action,  the  indemnified  party,  and  each  controlling  person  who is a
     defendant  in the  action,  will be  entitled  to employ  separate  counsel
     participate in the defense of the action at its own expense.

          An indemnified  party shall not settle an indemnified  claim or action
     without  the  prior  written  consent  of the  indemnifying  party  and the
     indemnifying  party will not be liable for any settlement  made without its
     consent.  The indemnifying party shall notify the indemnified party whether
     or not it will  consent to a proposed  settlement  within ten days after it
     receives  from the  indemnified  party notice of the  proposed  settlement,
     summarizing  all the terms and conditions of settlement.  The  indemnifying
     party's failure to notify the indemnified  party within that ten-day period
     whether or not it consents to the proposed  settlement  will constitute its
     consent to the proposed settlement.

          This indemnity does not apply to any untrue statement or omission,  or
     any alleged  untrue  statement or omission  that was made in a  preliminary
     prospectus  but remedied or eliminated in the final  prospectus  (including
     any amendment or supplement to it), if a copy of the definitive  prospectus
     (including  any  amendment or supplement to it) was delivered to the person
     asserting  the claim at or before the time required by the  Securities  Act
     and the delivery of the definitive  prospectus  (including any amendment or
     supplement  to it)  constitutes  a  defense  to the claim  asserted  by the
     person.

     9. No  Impairment.  The Company will not by any action  including,  without
limitation,  amending or  permitting  the  amendment  of the charter  documents,
bylaws,  or similar  instruments  of the Company or through any  reorganization,
reclassification,  transfer of assets,  consolidation,  merger,  share exchange,
dissolution, issue or sale of securities, or any other similar voluntary action,
avoid or seek to avoid the observance or performance of any of the express 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  reasonably
necessary to protect the rights of the Holder  against  impairment  or dilution.
Without limiting the generality of the foregoing,  the Company will (i) take all
such  action as may be  necessary  in order that the  Company  may  validly  and
legally issue fully paid and nonassessable  shares of Common Stock upon exercise
of the Warrant, free and clear of all liens, encumbrances,  equities, and claims
and  (ii)  use  all  reasonable  efforts  to  obtain  all  such  authorizations,
exemptions, or consents from any public regulatory body having jurisdiction over
the Company as may be necessary to enable the Company to perform its obligations
under this Warrant.

<PAGE>
                                       11

     10. Dilution Fee. If, during the Exercise Period, the Company pays any cash
dividends  or makes  any cash  distribution  to any  holder  of any class of its
Common Stock with respect to such Common  Stock and the Exercise  Price  exceeds
the Market Price, then the Holder of this Warrant will be entitled to receive in
respect of this Warrant a dilution fee in cash (the "Dilution  Fee") on the date
of payment of such dividend or distribution, which Dilution Fee will be equal to
the  amount per share paid to the  holders of Common  Stock  times the number of
Shares currently exercisable under this Warrant.

     11.  Survival.  The various rights and obligations of the Holder and of the
Company as set forth in Sections 4 and 5 hereof  shall  survive the  exercise of
this Warrant and the surrender of this instrument upon such exercise.

     12. Notice. All notices required by this Warrant to be given or made by the
Company shall be given or made by first class mail,  postage prepaid,  addressed
to the  registered  Holder  hereof at the address of such Holder as shown on the
books of the Company.

     13. Loss or Destruction.  Upon receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and,  in the  case of any  loss,  theft  or  destruction,  upon  delivery  of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
and its counsel,  or, in the case of any such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     14. Miscellaneous.

          (a) Neither this  Warrant nor any term hereof may be changed,  waived,
     discharged,  or terminated except by a written  instrument  executed by the
     Company and the Holder.

          (b) This Warrant  shall be governed by, and  construed and enforced in
     accordance with, the internal laws of the State of Florida,  without regard
     to principles of conflicts of laws thereof.

          (c) Each  provision of this  Warrant  shall be  interpreted  in such a
     manner as to be effective, valid, and enforceable under applicable law, but
     if any  provision  of  this  Warrant  is held to be  invalid,  illegal,  or
     unenforceable  under any applicable law or rule in any  jurisdiction,  such
     provision  will be  ineffective  only  to the  extent  of such  invalidity,
     illegality, or unenforceability in such jurisdiction,  without invalidating
     the remainder of this Warrant in such  jurisdiction or any provision hereof
     in any other jurisdiction.

          (d) No course of dealing or delay or  failure  to  exercise  any right
     hereunder on the part of the Holder shall operate as a waiver of such right
     or otherwise prejudice the Holder's rights, power, or remedies.

<PAGE>
                                       12

          (e) The Company  shall pay all expenses  incurred by it in  connection
     with, and all documentary  stamp and other taxes (other than stock transfer
     taxes) and other  governmental  charges  that may be imposed in respect of,
     the issue,  sale and delivery of this Warrant and the Shares  issuable upon
     the exercise hereof.

          (f) This  Warrant and the rights  evidenced  hereby shall inure to the
     benefit of and be binding  upon the  successors  and assigns of the Company
     and the successors and permitted assigns of the Holder.

     15. Further Assurances.  The Company agrees that it will execute and record
such documents as the Holder shall  reasonably  request to secure for the Holder
any of the rights represented by this Warrant.

     IN WITNESS  WHEREOF the  Company has caused this  Warrant to be executed by
its duly authorized officer as of the 13th day of May, 1998.

                                     LIFESERV TECHNOLOGIES, INC.

                                     By:-----------------------------
                                     Name:-----------------------------
                                     Title:-----------------------------

<PAGE>
                                       13

                                   EXHIBIT "A"

                                 PROMISSORY NOTE


<PAGE>
                                       14

                                   EXHIBIT "B"

                                  PURCHASE FORM

     To be executed  upon  exercise of the Warrant.  Capitalized  terms have the
same meanings ascribed to them in the Warrant.

TO:  LifeServ Technologies, Inc.

     The undersigned hereby exercises the right to purchase _____________ Shares
of Common Stock evidenced by the Warrant,  according to the terms and conditions
thereof, and hereby makes payment of the Purchase Price. If the Company's Common
Stock is listed on a securities exchange or market, the undersigned [does] [does
not] choose to pay the  Purchase  Price  pursuant to a cashless  exercise of the
Warrant.  The  undersigned  requests that  certificates  for the Shares shall be
issued in the name set forth below:

Dated:                                  Name:
      -----------------------------           -----------------------------   
 
                                              -----------------------------   
                                              (Address)

                                             Social Security No. -------------- 
                                             or other identifying number

<PAGE>
                                       15

                                   EXHIBIT "C"

                                   ASSIGNMENT

     To be executed by the registered  holder to effect a permitted  transfer of
the Warrant.  Capitalized  terms have the same meanings  ascribed to them in the
Warrant.

FOR VALUE RECEIVED                                ("Assignor")
                    -----------------------------   
hereby sells, assigns and transfers unto

 -----------------------------("Assignee")
(Name)

 -----------------------------   
(Address)

the  right  to  purchase   __________   shares  of  Common   Stock  of  LifeServ
Technologies, Inc. evidenced by the Warrant, together with all right, title, and
interest    therein,    and   does    irrevocably    constitute    and   appoint
_____________________________  attorney to transfer  the said right on the books
of said corporation with full power of substitution in the premises.

Date:                                 Assignor:
     -----------------------------             -----------------------------   
                                            By: 
                                                -----------------------------   
                                            Its:
                                                -----------------------------   

                                            Signature:
                                                       -----------------------