THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER  JURISDICTION.  NEITHER
THIS  SECURITY NOR ANY INTEREST OR  PARTICIPATION  HEREIN MAY BE OFFERED,  SOLD,
ASSIGNED, TRANSFERRED,  PLEDGED, ENCUMBERED,  HYPOTHECATED OR OTHERWISE DISPOSED
OF, UNLESS PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO A  TRANSACTION  THAT IS EXEMPT FROM,  OR NOT SUBJECT TO, SUCH
REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.

                     TRINITY MEDICAL MEDICAL GROUP USA, INC.

                          COMMON STOCK PURCHASE WARRANT

         1. Issuance. In consideration of good and valuable  consideration,  the
receipt of which is hereby  acknowledged  by Trinity  Medical Group USA, Inc., a
Florida  corporation (the "Company"),  [[_____________]],  or registered assigns
(the  "Holder")  is hereby  granted the right to purchase at any time until 5:00
P.M.,  New  York  City  time,  on  July  24,  2002  (the   "Expiration   Date"),
_____________(__________)  fully paid and nonassessable  shares of the Company's
Common  Stock,  par value  $.001 per share  (the  "Common  Stock") at an initial
exercise  price of $4.00 per share (the  "Exercise  Price"),  subject to further
adjustment as set forth in Section 6 hereof.

         2.  Exercise of Warrants.  This Warrant is  exercisable  in whole or in
part at the Exercise Price per share of Common Stock payable hereunder,  payable
in cash or by certified or official bank check.  Upon  surrender of this Warrant
Certificate  with the annexed  Notice of Exercise Form duly  executed,  together
with payment of the Exercise Price for the shares of Common Stock purchased, the
Holder shall be entitled to receive a certificate or certificates for the shares
of Common Stock so purchased.

         3.  Reservation of Shares.  The Company hereby agrees that at all times
during the term of this  Warrant  there  shall be  reserved  for  issuance  upon
exercise of this  Warrant  such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

         4.  Mutilation  or Loss of  Warrant.  Upon  receipt  by the  Company of
evidence  satisfactory  to it of the loss,  theft,  destruction or mutilation of
this  Warrant,  and (in the  case of  loss,  theft or  destruction)  receipt  of
reasonably  satisfactory  indemnification,  and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and

<PAGE>

deliver  a new  Warrant  of like  tenor  and  date and any  such  lost,  stolen,
destroyed or mutilated Warrant shall thereupon become void.

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

         6. Protection Against Dilution.

            6.1 Adjustment Mechanism.  If an adjustment of the Exercise Price is
required  pursuant to this  Section 6, the Holder  shall be entitled to purchase
such  number of  additional  shares of Common  Stock as will cause (i) the total
number of shares of Common Stock Holder is entitled to purchase pursuant to this
Warrant,  multiplied  by (ii) the adjusted  purchase  price per share,  to equal
(iii) the dollar  amount of the total number of shares of Common Stock Holder is
entitled to purchase  before  adjustment  multiplied by the total purchase price
before adjustment.

            6.2 Capital Adjustments. In case of any stock split or reverse stock
split, stock dividend,  reclassification of the Common Stock,  recapitalization,
merger or consolidation,  or like capital adjustment  affecting the Common Stock
of the  Company,  the  provisions  of this Section 6 shall be applied as if such
capital  adjustment  event had  occurred  immediately  prior to the date of this
Warrant and the original  purchase price had been fairly  allocated to the stock
resulting from such capital adjustment;  and in other respects the provisions of
this Section shall be applied in a fair,  equitable and reasonable  manner so as
to give effect,  as nearly as may be, to the purposes  hereof. A rights offering
to  stockholders  shall be deemed a stock  dividend to the extent of the bargain
purchase element of the rights.

         7. Transfer to Comply with the Securities Act; Registration Rights.

         (1) This Warrant has not been  registered  under the  Securities Act of
1933, as amended,  (the "Act") and has been issued to the Holder for  investment
and not with a view to the  distribution  of either the  Warrant or the  Warrant
Shares. Neither this Warrant nor any of the Warrant Shares or any other security
issued or  issuable  upon  exercise of this  Warrant  may be sold,  transferred,
pledged or  hypothecated in the absence of an effective  registration  statement
under the Act relating to such security or an opinion of counsel satisfactory to
the Company that  registration  is not required under the Act. Each  certificate
for the Warrant,  the Warrant Shares and any other  security  issued or issuable
upon exercise of this Warrant  shall  contain a legend on the face  thereof,  in
form and substance  satisfactory  to counsel for the Company,  setting forth the
restrictions on transfer contained in this Section.

                                       2
<PAGE>

         (2) The  Company  hereby  grants to the Holder  piggyback  registration
rights with respect to the Warrant Shares.  In the event the Company is filing a
Registration  Statement for itself or on behalf of any of its shareholders,  the
Company shall notify the Holder in writing  reasonably in advance of such filing
(but at least five business days) and give the Holder the opportunity to include
all or any party of the Warrant Shares (whether or not previously issued, to the
extent permissible under the Act or any regulation promulgated thereunder). Upon
the Holder's  notification that the Holder desires to have all or any portion of
the Warrant Shares included in such registration,  the Company shall, at no cost
or expense to the Holder,  include or cause to be included in such  registration
statement the Warrant Shares so identified by the Holder.

         (3) In addition to the registration rights referred to in the preceding
provisions of Section (b),  effective after the expiration of the  effectiveness
of the Registration  Statement as contemplated by this Warrant, the Holder shall
have demand  piggy-back  registration  rights with respect to the Warrant Shares
then held by the  Holder or then  subject  to  issuance  upon  exercise  of this
Warrant  (collectively,   the  "Remaining  Warrant  Shares"),   subject  to  the
conditions set forth below. If, at any time after the Registration Statement has
ceased to be effective,  the Company  participates  (whether  voluntarily  or by
reason of an obligation to a third party) in the  registration  of any shares of
the Company's stock, the Company shall give written notice thereof to the Holder
and the Holder shall have the right,  exercisable  within ten (10) business days
after  receipt of such  notice,  to demand  inclusion of all or a portion of the
Holder's Remaining Warrant Shares in such registration statement.

         8.  Notices.  Any notice or other  communication  required or permitted
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
telexed,  sent by facsimile  transmission  or sent by  certified,  registered or
express mail,  postage  pre-paid.  Any such notice shall be deemed given when so
delivered personally,  telegraphed,  telexed or sent by facsimile  transmission,
or, if mailed, two days after the date of deposit in the United States mails, as
follows:

                  (1) if to the Company, to:


                  Trinity  Medical  Group  USA,  Inc. .
                  55 Shaver St.
                  San Rafael, CA  94901
                  Attn: Chief Executive Officer

                  (2) if to the Holder, to:

                  [[                ]]


                                       3
<PAGE>


Any party may be given given in  accordance  with this  Section or at such other
address as the  registered  holder or the Company may hereafter have advised the
other.


         9.  Supplements and Amendments;  Whole  Agreement.  This Warrant may be
amended or  supplemented  only by an instrument in writing signed by the parties
hereto. This Warrant of even date herewith contain the full understanding of the
parties  hereto with respect to the subject  matter hereof and thereof and there
are no  representations,  warranties,  agreements or  understandings  other than
expressly contained herein and therein.

         10.  Governing  Law. This Warrant shall be deemed to be a contract made
under  the laws of the  State  of [[New  York]]  and for all  purposes  shall be
governed by and construed in accordance  with the laws of such State  applicable
to contracts to be made and performed entirely within such State.

         11.  Counterparts.  This  Warrant  may be  executed  in any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

         12. Descriptive Headings.  Descriptive headings of the several Sections
of this  Warrant  are  inserted  for  convenience  only and shall not control or
affect the meaning or construction of any of the provisions hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
the __th day of ______ __, 2000.

                                                 TRINITY MEDICAL GROUP USA, INC.



                                                 By:
                                                    ----------------------------
                                                    Name: ______________________
                                                    Title: _____________________



                                       4
<PAGE>

                          NOTICE OF EXERCISE OF WARRANT

         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented by the Warrant Certificate dated as of __________, 2000, to purchase
__________  shares of the Common Stock,  par value $______ per share, of Trinity
Medical Group USA, Inc. and tenders  herewith payment in accordance with Section
1 of said Common Stock Purchase Warrant.

         Please deliver the stock certificate to:

Dated:______________________





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



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