<PAGE>   1


                                                                 EXHIBIT 10.6(d)


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT
 BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
   ACT"), NOR UNDER THE SECURITIES LAWS OR "BLUE SKY" LAWS OF ANY STATE. AS A
  RESULT, SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN
  EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
     STATE SECURITIES OR "BLUE SKY" LAWS OR APPLICABLE EXEMPTIONS FROM THE
  REGISTRATION REQUIREMENTS THEREOF. ANY SALE OR TRANSFER OF SUCH SECURITIES,
 OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IS SUBJECT TO THE
PRIOR DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN
 FORM AND SUBSTANCE TO THE ISSUER THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
    REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
                         SECURITIES OR "BLUE SKY" LAWS.


                               WARRANT CERTIFICATE


                          WARRANT TO PURCHASE SHARES OF

                                 COMMON STOCK OF

                   INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.


                                 853,040 Shares


                            VOID AFTER JULY 31, 2004


         This certifies that, for value received, DIGITAL IMAGING TECHNOLOGIES,
INC., a Delaware corporation ("DITI"), is the registered holder of this Warrant
(the "WARRANT"). This Warrant entitles DITI, or its permitted successors and
assigns ("HOLDERS"), to purchase from INTERNATIONAL REMOTE IMAGING SYSTEMS,
INC., a Delaware corporation (the "COMPANY"), subject to the terms and
conditions set forth hereinafter, 853,040 fully paid and nonassessable shares
(each, a "WARRANT SHARE") of common stock, $.01 par value per share, of the
Company at the Exercise Price set forth below. This Warrant supersedes and
replaces in its entirety the warrant issued by the Company to DITI for the
purchase of 853,040 shares of common stock at $3.56 per share until July 31,
2001 and represented by warrant certificate No. 4 of Series F. DITI is
concurrently herewith surrendering such prior warrant to the Company for
cancellation.

         This Warrant may be exercised at any time or from time to time on or
after the date hereof and will expire at 5:00 p.m., Los Angeles time, on July
31, 2004, or if such date shall be a holiday or a day on which banks are
authorized to close, then the next following date which is neither a holiday or
a day on which banks are authorized to close (the "EXPIRATION DATE"). Upon the
Expiration Date, all rights evidenced by this Warrant shall cease and the
Warrant shall become void. Exercise of a Warrant Share shall be made by
surrender of this Warrant Certificate to the Company at its principal office
located at 9162 Eton Avenue, Chatsworth, California 91311 with the form of
election to purchase appearing at the end of this Warrant


<PAGE>   2


Certificate duly completed and signed, and accompanied by payment of the
Exercise Price in cash or by certified or official bank check payable to the
order of the Company.

         1. Definitions. As used in this Warrant Certificate, the following
terms shall have the following meanings:

                  1.1 "CLOSING PRICE" shall mean the closing price per share of
the Common Stock on the principal national securities exchange on which the
Common Stock is listed or admitted to trading or, if not listed or traded on any
such exchange, on the NASDAQ National Market System or, if not listed or traded
on any such exchange or system, the mean of the closing bid and asked prices per
share on NASDAQ or, if such quotations are not available, the fair market value
as reasonably determined by the Board of Directors of the Company or any
committee of such Board.

                  1.2 "COMMON STOCK" means (i) the class of stock designated as
the common stock, $.01 par value per share, of the Company on the date hereof or
(ii) any other class of stock resulting from successive changes or
reclassifications of such shares consisting solely of changes in par value, or
from par value to no par value, or from no par value to par value. Unless the
context requires otherwise, all references to Common Stock and Warrant Shares in
this Warrant Certificate shall, in the event of an adjustment pursuant to
Section 11 hereof, be deemed to refer also to any other securities or property
then issuable upon exercise of this Warrant as a result of such adjustment.

                  1.3 "EXERCISE PERIOD" shall mean the period from the date
hereof to 5:00 p.m., Los Angeles time on the Expiration Date.

                  1.4 "EXERCISE PRICE" means Three Dollars and Fifty-Six Cents
($3.56) per share of Common Stock from the date hereof until July 31, 2001.
Beginning August 1, 2001, the Exercise Price shall automatically be reduced to
One Dollar and Ninety Cents ($1.90) for the remainder of the Exercise Period, an
amount which represents 100% of the Closing Price of the Common Stock on the
last trading day immediately preceding the date of issuance of this Warrant.

                  1.5 "EXPIRATION DATE" means July 31, 2004, or if such date
shall be a holiday or a day on which banks are authorized to close, then the
next following date which is neither a holiday or a day on which banks are
authorized to close.

                  1.6 "REGISTRATION RIGHTS AGREEMENT" means the Registration
Rights and Standstill Agreement dated as of July 31, 1996 between the Company
and DITI.

         2. Exercise. This Warrant shall entitle the Holder to purchase 853,040
Warrant Shares (or such number of Warrant Shares as may result from adjustments
made from time to time as provided herein) upon the exercise thereof during the
Exercise Period at the Exercise Price; provided, however, that this Warrant is
exercisable only for whole shares and cash will be paid in lieu of fractional
shares in accordance with Section 4.3.

         3. Form of Warrant Certificate. All certificates representing the
Warrant ("WARRANT Certificates"), which may hereinafter be issued and the forms
of election to purchase shares to accompany such Warrant Certificates shall be
substantially in the form of this Warrant Certificate and may have such letters,
numbers or other marks of identification or designation and such legends
(including, without limitation, a legend referring to restrictions on resale by


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statutory underwriters), summaries or endorsements printed thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Warrant Certificate, or as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
the National Association of Securities Dealers Automated Quotation System
("NASDAQ"), the NASDAQ National Market System or any stock exchange on which
this Warrant may from time to time be listed. All Warrant Certificates shall be
executed on behalf of the Company by its President or any Vice President.
Warrant Certificates shall be dated as of the date of issuance either upon their
initial issuance or transfer by the Company.

         4. Duration and Exercise of Warrant.

                  4.1 (a) Exercise Period. This Warrant may be exercised at any
time or from time to time during the Exercise Period. Upon the Expiration Date,
all rights evidenced by the Warrant shall cease and the Warrant shall become
void.

                      (b) Manner of Exercise. Subject to the provisions of this
Warrant Certificate, the Holder shall have the right to purchase from the
Company (and the Company shall issue and sell to the Holder) the number of fully
paid and nonassessable Warrant Shares set forth on this Warrant Certificate (or
such number of Warrant Shares as may result from adjustments made from time to
time as provided in this Warrant Certificate), at the Exercise Price, upon (i)
surrender of the Warrant Certificate to the Company at its principal office
located at 9162 Eton Avenue, Chatsworth, California 91311 with the exercise form
attached hereto duly completed and signed by the Holder or by a duly appointed
legal representative thereof or by a duly authorized attorney and (ii) payment
in cash or in certified or official bank check payable to the order of the
Company of the Exercise Price for the Warrant Share or Warrant Shares in respect
of which such Warrant is then exercised. Upon surrender of a Warrant
Certificate, and payment of the Exercise Price, the Company shall issue and
cause to be delivered with all reasonable dispatch to or upon the written order
of the Holder and in such name or names as Holder may designate, a certificate
or certificates for the number of Warrant Shares so purchased upon the exercise
of such Warrant, together with cash in respect of any fraction of a Warrant
Share issuable upon such surrender.

                  4.2 Unexercised Portion. In the event that this Warrant is
exercised for less than all of the Warrant Shares before 5:00 p.m., Los Angeles
time, on the Expiration Date, a new Warrant Certificate, duly executed by the
Company, will be issued for the remaining number of Warrant Shares exercisable
pursuant to the Warrant Certificate so surrendered.

                  4.3 No Fractional Shares. This Warrant may not be exercised
for a fraction of a share. In lieu of issuing fractional shares, the Company
will pay an amount in cash equal to that fractional interest of the then current
Closing Price per share of Common Stock.

                  4.4 Adjustments. The number of Warrant Shares to be received
upon the exercise of a Warrant is subject to adjustment from time to time as
hereinafter set forth.

         5. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the original issuance of the Warrant and of the shares of Common
Stock issuable upon the exercise of the Warrant; provided, however, that the
Company shall not be required to (a) pay any tax which may be payable in respect
to any transfer involved in the transfer and delivery of Warrant Certificates or
the issuance or delivery of certificates for Warrant Shares in a name other than
that of the Holder upon the exercise of the Warrant or (b) issue or deliver any


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<PAGE>   4


certificate for Warrant Shares upon the exercise of any Warrant until any such
tax required to be paid under clause (a) shall have been paid, all such tax
being payable by the Holder at the time of surrender.

         6. Mutilated or Missing Warrant. In case any Warrant Certificate shall
be mutilated, lost, stolen or destroyed, the Company shall issue and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant
Certificate, or in lieu of a substitution for the lost, stolen or destroyed
Warrant Certificate, a new Warrant Certificate of like tenor and evidencing the
number of Warrant Shares purchasable upon exercise of the Warrant Certificate so
mutilated, lost, stolen or destroyed, but only upon receipt of evidence
satisfactory to Company of such loss, theft or destruction of such Warrant
Certificate and indemnity, if requested, also satisfactory to it. Applicants for
such substitute Warrant Certificate shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company may prescribe.
Any such new Warrant Certificate shall constitute an original contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Warrant Certificate shall be at any time enforceable by anyone.

         7. Reservation of Warrant Shares; Stock Certificates. The Company shall
at all times reserve for issuance and delivery upon exercise of the Warrant,
such number of Warrant Shares or other shares of capital stock of the Company
from time to time issuable upon exercise of the Warrant. All such shares shall
be duly authorized and, when issued upon such exercise, shall be validly issued,
fully paid and nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale and free and clear of all
preemptive rights.

         8. Registration of Warrant and Warrant Shares.

                  8.1 Unregistered Status of Warrant and Warrant Shares. Neither
the Warrant nor the Warrant Shares have been registered under the Securities Act
of 1933, as amended (the "SECURITIES ACT"), or qualified under applicable state
securities laws and may not be transferred, sold, assigned, pledged or otherwise
disposed of unless (i) a registration statement under the Securities Act shall
have become effective with respect thereto and all applicable qualifications
under state securities laws shall have been obtained with respect thereto or
(ii) a written opinion from counsel for the Holder reasonably satisfactory to
the Company has been obtained stating that no such registration or qualification
is required.

                  8.2 Registration Rights. The Holder is entitled to certain
registration rights from the Company as set forth in the Registration Rights
Agreement. The expiration date of the Registration Rights Agreement, including
the term of the "Registration Period" (as defined therein), is hereby extended
until the expiration date of this Warrant, and the term "Registrable Shares" (as
defined therein) shall mean the shares of Common Stock issuable upon exercise of
this Warrant. Except as modified hereby, the Registration Rights Agreement shall
remain in full force and effect.

         9. Exchange, Transfer or Assignment of Warrant. This Warrant may not be
transferred, sold, assigned, pledged or otherwise disposed of unless and until
the Company receives from the transferee, buyer, assignee, pledgee or other
recipient (and from such person's spouse, if applicable) a written consent to be
bound by all of the terms and conditions of the Registration Rights Agreement.
Subject to the preceding sentence and Section 8.1, this Warrant may be assigned
or transferred, at the option of the Holder, upon surrender of Warrant
Certificates to the Company, accompanied (if so required by the Company) by a
written


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instrument or instruments of transfer in form satisfactory to the Company, duly
executed by the registered Holder or by a duly authorized representative or
attorney. Upon any such registration of transfer, a new Warrant Certificate
shall be issued to the transferee and the surrendered Warrant Certificate shall
be canceled by the Company. Any new Warrant Certificate issued pursuant to this
Section 9 shall be dated as of the date of issuance by the Company.

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

         11. Antidilution Provisions. The Exercise Price, the number of Warrant
Shares that may be purchased upon the exercise of this Warrant will be subject
to change or adjustment as follows:

                  11.1 Stock Dividends and Stock Splits. If at any time after
the date of the issuance of this Warrant and before 5:00 p.m., Los Angeles,
time, on the Expiration Date, (i) the Company shall fix a record date for the
issuance of any stock dividend payable in shares of Common Stock or (ii) the
number of shares of Common Stock shall have been increased by a subdivision or
split-up of shares of Common Stock, then, on the record date fixed for the
determination of holders of Common Stock entitled to receive such dividend or
immediately after the effective date of such subdivision or split-up, as the
case may be, the number of shares to be delivered upon exercise of any Warrant
will be appropriately increased so that the Holder thereafter will be entitled
to receive the number of shares of Common Stock that the Holder would have owned
immediately following such action had the Warrant been exercised immediately
prior thereto, and the Exercise Price will be appropriately adjusted. The time
of occurrence of an event giving rise to an adjustment made pursuant to this
Section 11.1 shall, in the case of a subdivision, combination or
reclassification, be the effective date thereof and shall, in the case of a
dividend or distribution, be the record date thereof.

                  11.2 Combination of Stock. If the number of shares of Common
Stock outstanding at any time after the date of the issuance of this Warrant and
before 5:00 p.m., Los Angeles time, on the Expiration Date shall have been
decreased by a combination of the outstanding shares of Common Stock, then,
immediately after the effective date of such combination, the number of shares
of Common Stock to be delivered upon exercise of any Warrant will be
appropriately decreased so that the Holder thereafter will be entitled to
receive the number of shares of Common Stock that the Holder would have owned
immediately following such action had the Warrant been exercised immediately
prior thereto, and the Exercise Price will be appropriately adjusted.

                  11.3 Reorganization. If any capital reorganization of the
Company, or any reclassification of the Common Stock, or any consolidation of
the Company with or merger of the Company with or into any other corporation or
any sale, lease or other transfer of all or substantially all of the assets of
the Company to any other person (including any individual, partnership, joint
venture, corporation, trust or group thereof), shall be effected in such a way
that the holders of the Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common Stock, then, upon
exercise of the Warrant Certificate, the Holder shall have the right to receive
the kind and amount of stock, securities or assets receivable upon such
reorganization, reclassification, consolidation, merger or sale, lease or other
transfer by a holder of the number of shares of Common Stock that the Holder
would have been entitled to receive upon exercise of this Warrant had the
Warrant been exercised


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immediately before such reorganization, reclassification, consolidation, merger
or sale, lease or other transfer, subject to adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
11.

                  11.4 Record Date Adjustments. In any case in which this
Section 11 requires that a downward adjustment of the Exercise Price shall
become effective immediately after a record date for an event, the Company may
defer until the occurrence of such event (A) issuing to the Holder exercised
after such record date and before the occurrence of such event the additional
Warrant Shares issuable upon such exercise by reason of the adjustment required
by such event over and above the Warrant Shares issuable upon such exercise
before giving effect to such adjustment and (B) paying to the Holder any amount
in cash in lieu of a fractional share pursuant to Section 4.3 hereof.

                  11.5 Notice of Adjustment. Upon the occurrence of any event
which requires any adjustment of the Exercise Price and/or the number of Warrant
Shares that may be issued, then and in each such case the Company shall give
notice thereof to the Holder, which notice shall state the Exercise Price and
number of shares purchasable after giving effect to such adjustment, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculated is based.

                  11.6 Special Dividends. If (other than in a dissolution or
liquidation) securities of the Company (other than shares of Common Stock or
securities issued pursuant to a shareholder rights plan or any similar plan) or
assets (other than cash dividends payable out of retained earnings or out of any
amount legally available for dividends under the laws of the State of Delaware)
are issued by way of a dividend on outstanding shares of Common Stock, then the
Exercise Price shall be adjusted so that it shall equal the price determined by
multiplying the Exercise Price in effect immediately prior to the close of
business on the record date for the determination of the stockholders entitled
to receive such dividend by a fraction, the numerator of which shall be the
Closing Price on such record date less the then fair market value as determined
by the Board of Directors of the Company, whose determination shall be
conclusive, of the portion of the securities or assets distributed applicable to
one share of Common Stock and the denominator of which shall be such Closing
Price. Such adjustment shall become effective immediately prior to the opening
of business on the day following such record date.

                  11.7 No Adjustments to Exercise Price. No adjustments in the
Exercise Price in accordance with the provisions of this Section 11 need be made
if such adjustment would amount to a change in the Exercise Price of less than
$.01; provided, however, that the amount by which any adjustment is not made by
reason of the provision of this Section shall be carried forward and taken into
account at the time of any subsequent adjustment in the Exercise Price.

                  11.8 Readjustments, etc. If an adjustment is made pursuant to
this Section 11, and the event to which the adjustment relates does not occur,
then any adjustments in the Exercise Price or number of Warrant Shares that were
made in accordance with such paragraphs shall be adjusted back to the Exercise
Price and the number of Warrant Shares that were in effect immediately prior to
the record date for such event. In any case in which an adjustment is required
pursuant to this Section 11 as of the record date for a specified event, the
Company may elect to defer until the occurrence of such event the issuing to the
holder of any Warrant exercised after such record date the shares of Common
Stock and other securities, if any, issuable upon such exercise over and above
the shares of Common Stock and other securities, if any, issuable upon such
exercise on the basis of the Exercise Price in effect prior


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to such adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder's right
to receive such additional shares upon the occurrence of the event requiring
such adjustment.

         12. Officer's Certificate. Whenever the number of Warrant Shares that
may be purchased upon exercise of the Warrant or the Exercise Price is adjusted
as required by the provisions of this Warrant Certificate, the Company will
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office an officer's certificate showing the adjusted number of Warrant
Shares that may be purchased upon exercise of the Warrant and the adjusted
Exercise Price, determined as herein provided, setting forth in reasonable
detail the facts requiring such adjustment and the manner of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by any registered holder of a Warrant
Certificate. The Company shall, forthwith after such adjustment, cause a copy of
such certificate to be mailed to each registered holder of a Warrant Certificate
at the time of such mailing. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of any action referred to in Section
11 hereof.

         13. Notice of Certain Events.

                  13.1 At any time during the Exercise Period, in the event:

                           13.1.1 the Company authorizes the distribution to all
holders of the Common Stock of evidences of its indebtedness or assets (other
than cash dividends payable out of retained earnings or out of amounts legally
available for distribution under the laws of the State of Delaware or stock
dividends or securities issued pursuant to a shareholders rights plan or any
similar plan); or

                           13.1.2 of any capital reorganization or
reclassification of the Common Stock (other than a subdivision or combination of
the outstanding Common Stock and other than a change in par value of the Common
Stock), or any consolidation or merger to which the Company is a party and for
which approval of any stockholders of the Company is required (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or change in the outstanding Common
Stock) or of the sale, lease or other transfer of all or substantially all of
the assets of the Company; or

                           13.1.3 of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company;

then the Company will cause to be mailed to the Holder, at least 20 days before
the applicable record or effective date hereinafter specified, a notice stating
(A) the date as of which the holders of Common Stock of record entitled to
receive any such rights, warrants or distributions are to be determined or (B)
the date on which any such consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding-up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record will be
entitled to exchange their shares of Common Stock for securities or other
property, if any, deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding-up.

         14. Termination. This Warrant Certificate shall terminate at 5:00 p.m.,
Los Angeles time, on the earlier of (i) the Expiration Date or (ii) the date
upon which this Warrant has been exercised with respect to all of the Warrant
Shares


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<PAGE>   8


         15. Supplements and Amendments. The Company may from time to time
supplement or amend this Warrant Certificate without the approval of the Holder
in order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions in regard to matters or questions arising
hereunder which the Company may deem necessary or desirable and which shall not
adversely affect the interests of the Holder.

         The Company shall mail notice to the Holder, in accordance with Section
16 hereof, of any supplement or amendment affecting the rights of the Holder
effected pursuant to this Section 15, within 60 days of any such supplement or
amendment.

         16. Notices. Any notice pursuant to this Warrant Certificate to be
given by the Holder to the Company shall be sufficiently given if sent by
facsimile or first-class mail, postage prepaid, addressed (until another address
is designated in writing by the Company) as follows:

                  International Remote Imaging Systems, Inc.
                  9162 Eton Avenue
                  Chatsworth, California 91311
                  Attention:       Dr. John A. O'Malley
                  Telephone:       (818) 709-1244
                  Facsimile:       (818) 700-9661

         Notices or demands authorized by this Warrant Certificate to be given
or made by the Company to the Holder shall be sufficiently given or made if sent
by facsimile or first-class mail, postage prepaid, addressed (until another
address is designated in writing by the Holder) as follows:

                  Digital Imaging Technologies, Inc.
                  1900 St. James Place, Suite 700
                  Houston, Texas  77056
                  Attention:       Timothy D. Burkett, Vice President
                  Telephone:       (713) 956-2165
                  Facsimile:       (713) 956-2168

         Notices or demands authorized by this Warrant Certificate to be given
or made by the Company only need be given to any subsequent Holder(s) if the
Company has received written notice of the transfer of part or all the Warrant
to such subsequent Holder(s) in accordance with the terms of this Warrant
Certificate and shall be sufficiently given or made if sent by facsimile or
first-class mail, postage prepaid, addressed to the most recent address of such
subsequent Holder(s) as reflected on the Company's books (until another address
is designated in writing by such subsequent Holder(s)).

         17. Benefits of This Warrant Certificate. Nothing in this Warrant
Certificate shall be construed to give to any person or corporation, other than
the Company and the Holder, any legal or equitable right, remedy or claim under
this Warrant Certificate; but this Warrant Certificate shall be for the sole and
exclusive benefit of the Company and the Holder.

         18. Governing Law. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware.


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<PAGE>   9


         19. Successors. All covenants and provisions of this Warrant
Certificate by or for the benefit of the Company or the Holder shall bind and
inure to the benefit of their respective successors and permitted assigns.

         20. Headings. The headings in this Warrant Certificate are inserted
only as a matter of convenience, and in no way define, limit, or extend or
interpret the scope of this Warrant Certificate or of any particular provision.


                       ***[NEXT PAGE IS SIGNATURE PAGE]***


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                      Signature Page to Warrant Certificate


         IN WITNESS WHEREOF, the parties have caused this Warrant Certificate to
be executed by their duly authorized officers as of March 14, 2001.


                                         "COMPANY"

                                         INTERNATIONAL REMOTE IMAGING
                                         SYSTEMS, INC., a Delaware corporation


                                         /s/ JOHN A. O'MALLEY
                                         ---------------------------------------
                                         John A. O'Malley
                                         Chairman, President and Chief Executive
                                         Officer


                                         "DITI"


                                         /s/ TIMOTHY D. BURKETT
                                         ---------------------------------------
                                         Timothy D. Burkett
                                         Vice President


<PAGE>   11


                                SUBSCRIPTION FORM


                       (To be executed if Holder desires
                      to exercise the Warrant Certificate)


         The undersigned hereby irrevocably exercises this Warrant to purchase
____________ shares of Common Stock and herewith makes payment of $___________
in payment of the Exercise Price thereof on the terms and conditions specified
in this Warrant Certificate, surrenders this Warrant Certificate and all right,
title and interest herein to the Company and directs that the Warrant Shares
deliverable upon the exercise of such Warrant be registered in the name and at
the address specified below and delivered thereto.



                  Name________________________________________________
                                    (Please Print or Type)

                  Address______________________________________________


                  City, State and Zip Code________________________________

                  Taxpayer Identification
                    or Social Security Number_____________________________




Dated:________________                      _________________________________
                                             Signature of Registered Holder



                                     NOTICE

         The signature to the foregoing Subscription Form must correspond to the
name as written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.


<PAGE>   12


                             WARRANT ASSIGNMENT FORM


                      (To be executed by the Holder if such
              Holder desires to transfer the Warrant Certificate.)


         FOR VALUE RECEIVED ___________________ hereby sells, assigns and
transfers to:



                  Name____________________________________________________
                                    (Please Print or Type)

                  Address_________________________________________________


                  City, State and Zip Code________________________________

                  Taxpayer Identification
                    or Social Security Number_____________________________


the right to purchase up to ____________________ Warrant Shares represented by
this Warrant Certificate and does hereby irrevocably constitute and appoint

______________________________________________________________ to transfer said
Warrant on behalf of the Company, with full power of substitution in the
premises.



Dated:________________                      _________________________________
                                             Signature of Registered Holder



                                     NOTICE

         The signature to the foregoing Warrant Assignment Form must correspond
to the name as written upon the face of this Warrant Certificate in every
particular, without alteration or enlargement or any change whatsoever.