<PAGE>   1

                                                                 EXHIBIT 10.6(b)



THESE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON THEIR 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

Series "F" No. 4                                                853,040 Warrants


                         WARRANTS TO PURCHASE SHARES OF

                                 COMMON STOCK OF

                   INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.


                            VOID AFTER JULY 31, 2001


        This certifies that, for value received, DIGITAL IMAGING TECHNOLOGIES,
INC., a Delaware corporation ("DITI"), is the registered holder of the number of
Warrants (the "WARRANTS") set forth above. Each 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, one fully paid and nonassessable
share (a "WARRANT SHARE") of common stock, $.01 par value per share, of the
Company for Three Dollars and Fifty-Six Cents ($3.56). The Warrants 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, 2001, 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 the Warrants shall cease and the Warrants 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 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



                                       9
<PAGE>   2

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 the Warrants 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, as adjusted from time to time pursuant to
Section 11.

               1.5 "EXPIRATION DATE" means July 31, 2001, 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 AND STANDSTILL AGREEMENT" means the
Registration Rights and Standstill Agreement dated as of even date herewith
between the Company and DITI.

        2. Exercise. Each Warrant shall entitle the Holder to purchase one
Warrant Share (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 the Warrants are
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
Warrants ("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
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 the
Warrants 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.
Warrants shall be dated as of the date of issuance either upon their initial
issuance or transfer by the Company.

        4. Duration and Exercise of Warrants.

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



                                       10
<PAGE>   3

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 less than all of the
Warrants represented by this Warrant Certificate are exercised 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 Warrants
exercisable pursuant to the Warrant Certificate so surrendered.

               4.3 No Fractional Shares. Warrants 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 Warrants and of the shares of
Common Stock issuable upon the exercise of Warrants; 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 a Warrant or (b) issue or deliver any
certificate for Warrant Shares upon the exercise of any Warrants 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 Warrants. 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 Warrants,
such number of Warrant Shares or other shares of capital stock of the Company
from time to time issuable upon exercise of the Warrants. 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 Warrants and Warrant Shares.

               8.1 Unregistered Status of Warrants and Warrant Shares. Neither
the Warrants 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



                                       11
<PAGE>   4

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 and
Standstill Agreement.

        9. Exchange, Transfer or Assignment of Warrant. Warrants may not be
transferred, sold, assigned, pledged or otherwise disposed of unless and until
IRIS 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 and Standstill
Agreement. Subject to the preceding sentence and Section 8.1, Warrants 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 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 or
Warrants 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 any Warrant Certificate or Warrants, 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 a Warrant and the number of
Warrants outstanding 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 the Warrants 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 the Warrants 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



                                       12
<PAGE>   5

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 the Warrants had the Warrants been
exercised 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 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 Warrants 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



                                       13
<PAGE>   6

Secretary at its principal office an officer's certificate showing the adjusted
number of Warrant Shares that may be purchased upon exercise of the Warrants 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 all Warrants have been exercised.

        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:



                                       14
<PAGE>   7

                      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.
                      2950 North Loop West, Suite 1050
                      Houston, Texas  77092
                      Attention:    James L. Hurn
                      Telephone:    (713) 956-2165
                      Facsimile:    (713) 956-2185

        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 Warrants
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.

        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]***



                                       15
<PAGE>   8

SIGNATURE PAGE TO WARRANT CERTIFICATE


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


                                        "COMPANY"

                                        INTERNATIONAL REMOTE IMAGING SYSTEMS,
                                        INC., a Delaware corporation



                                        By:_____________________________________

                                        Name:___________________________________

                                        Title:__________________________________

                                        Date:___________________________________



                                       16
<PAGE>   9

                                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 Warrants 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.



                                       17
<PAGE>   10

                             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.



                                       18
<PAGE>   11

THESE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON THEIR 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

Series "F" No. 5                                                 21,960 Warrants


                         WARRANTS TO PURCHASE SHARES OF

                                 COMMON STOCK OF

                   INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.


                            VOID AFTER JULY 31, 2001



        This certifies that, for value received, Anthony G. Landells, an
individual ("LANDELLS"), is the registered holder of the number of Warrants (the
"WARRANTS") set forth above. Each Warrant entitles Landells, or his 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, one fully paid and nonassessable
share (a "WARRANT SHARE") of common stock, $.01 par value per share, of the
Company for Three Dollars and Fifty-Six Cents ($3.56). The Warrants 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, 2001, 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 the Warrants shall cease and the Warrants 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 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.



                                       19
<PAGE>   12

               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 the Warrants 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, as adjusted from time to time pursuant to
Section 11.

               1.5 "EXPIRATION DATE" means July 31, 2001, 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 AND STANDSTILL AGREEMENT" means the
Registration Rights and Standstill Agreement dated as of even date herewith
between the Company and Landells.

        2. Exercise. Each Warrant shall entitle the Holder to purchase one
Warrant Share (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 the Warrants are
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
Warrants ("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
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 the
Warrants 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.
Warrants shall be dated as of the date of issuance either upon their initial
issuance or transfer by the Company.

        4. Duration and Exercise of Warrants.

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



                                       20
<PAGE>   13

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 less than all of the
Warrants represented by this Warrant Certificate are exercised 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 Warrants
exercisable pursuant to the Warrant Certificate so surrendered.

               4.3 No Fractional Shares. Warrants 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 Warrants and of the shares of
Common Stock issuable upon the exercise of Warrants; 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 a Warrant or (b) issue or deliver any
certificate for Warrant Shares upon the exercise of any Warrants 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 Warrants. 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 Warrants,
such number of Warrant Shares or other shares of capital stock of the Company
from time to time issuable upon exercise of the Warrants. 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 Warrants and Warrant Shares.

               8.1 Unregistered Status of Warrants and Warrant Shares. Neither
the Warrants 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.



                                       21
<PAGE>   14

               8.2 Registration Rights. The Holder is entitled to certain
registration rights from the Company as set forth in the Registration Rights and
Standstill Agreement.

        9. Exchange, Transfer or Assignment of Warrant. Warrants may not be
transferred, sold, assigned, pledged or otherwise disposed of unless and until
IRIS 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 and Standstill
Agreement. Subject to the preceding sentence and Section 8.1, Warrants 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 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 or
Warrants 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 any Warrant Certificate or Warrants, 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 a Warrant and the number of
Warrants outstanding 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 the Warrants 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 the Warrants 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 the Warrants had the
Warrants been



                                       22
<PAGE>   15

exercised 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 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 Warrants 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 Warrants and the adjusted
Exercise Price, determined as herein provided, setting forth in reasonable
detail the facts requiring such adjustment and the manner of



                                       23
<PAGE>   16

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 all Warrants have been exercised.

        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



                                       24
<PAGE>   17

                      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:

                      Anthony G. Landells
                      c/o Perceptive Scientific International Ltd.
                      Halladale, Lakeside
                      Chester Business Park
                      Wrexham Road
                      Chester England CH4 9QT
                      Telephone:    (01244) 682288
                      Facsimile:    (01244) 681555

        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 Warrants
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.

        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]***



                                       25
<PAGE>   18

SIGNATURE PAGE TO WARRANT CERTIFICATE


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



                                        "COMPANY"

                                        INTERNATIONAL REMOTE IMAGING SYSTEMS,
                                        INC., a Delaware corporation



                                        By:_____________________________________

                                        Name:___________________________________

                                        Title:__________________________________

                                        Date:___________________________________



                                      S-1

<PAGE>   19

                                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 Warrants 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>   20

                             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.