THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER,
PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (I) IN A REGISTRATION UNDER
SAID ACT OR (II) IF AN EXEMPTION FROM  REGISTRATION  UNDER SAID ACT IS AVAILABLE
AND THE  COMPANY HAS  RECEIVED  AN OPINION OF COUNSEL TO THAT EFFECT  REASONABLY
SATISFACTORY TO IT.

                           ACCUIMAGE DIAGNOSTICS CORP.

                          COMMON STOCK PURCHASE WARRANT

                        This Warrant Expires March, 2005

Warrant No. 00-                                                   Shares:_______

     THIS CERTIFIES that,  subject to the terms and conditions herein set forth,
________________   (the   "Holder")  is  entitled  to  purchase  from  ACCUIMAGE
DIAGNOSTICS  CORP., a Nevada  corporation (the  "Company"),  at any time or from
time to time during the Exercise Period (as  hereinafter  defined) the number of
shares of fully paid and  non--assessable  shares of Common Stock of the Company
(the "Shares") as provided herein upon surrender  hereof at the principal office
of the Company,  and, at the election of the holder hereof,  upon payment of the
purchase  price  at said  office  in cash or by  cashier's  check or by the wire
transfer of funds in a dollar  amount equal to the purchase  price of the Shares
for which the  consideration  is being  given.

     1.  Purchase  Price.  Subject to adjustment as  hereinafter  provided,  the
purchase price of one share of  --------------  Common Stock (or such securities
as may be  substituted  for one share of Common Stock pursuant to the provisions
hereinafter set forth) (the "Warrant Price") shall be One Dollar and Fifty Cents
($1.50).

     2. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities  issuable  upon the  exercise  of this  Warrant  shall be  subject to
adjustment from time to time upon the happening of certain events as follows:

          (a)  Adjustment  for  Dividends in Stock.  In case at any time or from
time to time on or after the Closing Date of the Company's  unit offering as set
forth in the  Supplemental  Term Sheet  dated  March 21,  2000  relating  to the
Company's offering of 1,283,334 of its Units (the "Unit Offering"),  the holders
of the Common  Stock of the Company (or any shares of stock or other  securities
at the time  receivable  upon the exercise of this Warrant) shall have received,
or,  on or after  the  record  date  fixed  for the  determination  of  eligible
stockholders,  shall have become entitled to receive,  without payment therefor,
other or  additional  stock of the  Company by way of  dividend  (other  than as
provided for in Paragraph 2(b) below), then and in each such case, the holder of
this  Warrant  shall,  upon the  exercise  hereof,  be entitled  to receive,  in
addition  to the  number of shares of Common  Stock  receivable  thereupon,  and
without  payment of any additional  consideration  therefor,  the amount of such
other or  additional  stock of the Company  which such holder  would hold on the
date of such  exercise  had it been the holder of record of such Common Stock on
the date  hereof and had  thereafter,  during the period from the date hereof to
and including the date of such  exercise,  retained such shares and/or all other
additional stock receivable by it as aforesaid during such period,  given effect
to all  adjustments  called  for during  such  period by this  Paragraph  2.

          (b) Adjustment for Changes in Common Stock. In the event of changes in
the   outstanding   Common  Stock  of  the  Company  by  reason  of   split-ups,
recapitalizations,  reclassifications,  mergers, consolidations, combinations or
exchanges of shares, separations,  reorganizations,  liquidations,  or the like,
occurring  after the Closing Date of the Unit Offering,  the number and class of
shares  available under the Warrant in the aggregate and the Warrant Price shall
be  correspondingly  adjusted  by the Board of  Directors  of the  Company.  The
adjustment  shall be such as will give the holder of the Warrant on exercise for
the same aggregate Warrant Price the total number,  class, and kind of shares as
he would have owned had the Warrant been exercised prior to the event and had he
continued to hold such shares until after the event requiring adjustment.

     3. No  Fractional  Shares.  No  fractional  shares of Common  Stock will be
issued in connection with any subscription  hereunder. In lieu of any fractional
shares which would  otherwise be issuable,  the Company  shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Common Stock on the date of exercise,  as determined by the fair market value of
one share of the Company's Common Stock on the date of exercise as determined in
good faith by the Company's Board of Directors.

     4. No Stockholder  Rights. This Warrant shall not entitle its holder to any
of the rights of a stockholder of the Company prior to exercise thereof.

     5.  Redemption.  The  Company  shall have the right,  upon the giving of at
least 30 days'  prior  written  notice to the  holders of all the  Warrants,  to
redeem all of the  Warrants  at a price of $0.01 per  Warrant  (the  "Redemption
Price") commencing one year from the Closing Date of the Unit Offering, provided
that the  average  closing  bid  price  per share of the  Common  Stock,  for 20
consecutive  trading  days,  ending not more than 15 calendar  days prior to the
date of the  redemption  notice,  equals or  exceeds  at least  200% of the then
effective  exercise  price of the  Warrants.  All  Warrants  issued  in the Unit
Offering must be redeemed if any are to be redeemed.

     Such notices of redemption shall (a) designate the date of redemption which
date  shall  not be less  than 30 or more  than 60 days  from  the  date of such
notice,  (b) state the Redemption  Price and that payment  therefor will be made
upon  surrender  of the Warrant at the  offices of the Company and (c)  indicate
that the right to exercise the Warrant  will  terminate at the close of business
on the business  day prior to the  redemption  date.  If the giving of notice of
redemption  shall be given as aforesaid,  the right to exercise the Warrant will
terminate at the close of business on the  business day prior to the  redemption
date, and the holder of this Warrant shall thereafter be entitled upon surrender
of this  Warrant  only to receive the  Redemption  Price  without  interest.

     6. Reservation of Stock. The Company  covenants that during the period this
Warrant is  exercisable,  the  Company  will  reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant.  The Company  agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing  stock  certificates to execute and issue the
necessary  certificates  for shares of Common  Stock upon the  exercise  of this
Warrant.

     7.  Exercise of Warrant.  This Warrant may be  exercised by the  registered
holder or its  registered  assigns,  in whole or in part and in minimum units of
10,000 shares,  by the surrender of this Warrant at the principal  office of the
Company,   together  with  the  form  of  subscription   hereof  duly  executed,
accompanied  by payment in full of the amount of the  Warrant  Price in the form
described  in this  Warrant.  Upon  partial  exercise  hereof,  a new warrant or
warrants containing the same date and provisions as this Warrant shall be issued
by the Company to the registered holder for the number of shares of Common Stock
with  respect to which this  Warrant  shall not have been  exercised.  A Warrant
shall be  deemed  to have  been  exercised  immediately  prior  to the  close of
business on the date of its  surrender for exercise as provided  above,  and the
person  entitled  to  receive  the  shares of Common  Stock  issuable  upon such
exercise  shall be treated  for all  purposes  as the  holder of such  shares of
record as of the close of business on such date. As promptly as  practicable  on
or after such date, the Company shall issue and deliver to the person or persons
entitled to receive the same, a certificate  or  certificates  for the number of
full shares of Common Stock issuable upon such  exercise,  together with cash in
lieu of any fraction of a share as provided above.

     8.  Certificate  of  Adjustment.  Whenever the Warrant Price is adjusted as
herein provided, the Company shall promptly deliver to the record holder of this
Warrant a  certificate  of an officer of the Company  setting forth the relevant
Warrant  Price or number of shares  after such  adjustment  and setting  forth a
brief  statement of the facts  requiring such  adjustment.

     9.  Compliance  With  Securities  Act.  The  holder  of  this  Warrant,  by
acceptance hereof, agrees that this Warrant and the shares of Common Stock to be
issued upon  exercise  hereof (or shares of any security  into which such Common
Stock may be converted)  are being  acquired for  investment and that the holder
will not offer,  sell,  or  otherwise  dispose of this Warrant and any shares of
Common Stock to be issued upon  exercise  hereof (or shares of any security into
which such Common Stock may be converted) except under  circumstances which will
not  result in a  violation  of the  Securities  Act of 1933,  as  amended  (the
"Securities  Act").  Upon exercise of this Warrant,  the holder hereof shall, if
requested  by the  Company,  confirm  in  writing  its  investment  purpose  and
acceptance of the  restrictions  on transfer of the shares of Common Stock.

     10. Subdivision of Warrant. At the request of the holder of this Warrant in
connection  with a  transfer  or  exercise  of a portion  of the  Warrant,  upon
surrender of such  Warrant for such  purpose to the Company,  the Company at its
expense  (except for any transfer tax payable) will issue and exchange  therefor
warrants  of like  tenor and date  representing  in the  aggregate  the right to
purchase  such number of shares of such Common Stock as shall be  designated  by
such holder at the time of such surrender; provided, however, that the Company's
obligations to subdivide  securities  under this section shall be subject to and
conditioned  upon the compliance of any such  subdivision  with applicable state
securities laws and with the Securities Act.

     11. Loss, Theft, Destruction, or Mutilation of Warrant. Upon receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction,  or  mutilation  of this Warrant,  and in case of loss,  theft,  or
destruction,  of indemnity or security  reasonably  satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon surrender and cancellation of this Warrant, if mutilated,  the Company will
make and deliver a new Warrant of like tenor and dates as of such  cancellation,
in lieu of this Warrant.

     12. Miscellaneous.  This Warrant shall be governed by the laws of the State
of California.  The headings in this Warrant are for purposes of convenience and
reference  only,  and shall not be deemed to  constitute a part hereof.  Neither
this  Warrant  nor any  term  hereof  may be  changed,  waived,  discharged,  or
terminated orally but only by an instrument in writing signed by the Company and
the registered  holder  hereof.  All notices and other  communications  from the
Company to the holder of this Warrant shall be by telecopy or expedited  courier
service to the address furnished to the Company in writing by the last holder of
this Warrant who shall have furnished an address to the Company in writing.

     13. Exercise Period.  The Exercise Period shall mean the period  commencing
on the date hereof and ending on March __, 2005.

     ISSUED this ___day of March, 2000.

                                   ACCUIMAGE DIAGNOSTICS CORP.



                                    By:
                                        ------------------------------------
                                        Robert Taylor, Chief Executive Officer

ATTEST:



---------------------------------

<PAGE>



                               FORM OF ASSIGNMENT

                           ACCUIMAGE DIAGNOSTICS CORP.

     FOR VALUE RECEIVED the undersigned  registered owner of this warrant hereby
sells, assigns, and transfers unto the Assignee named below all of the rights of
the undersigned  under the within Warrant,  with respect to the number of shares
of Common Stock set forth below.

Name of Assignee                  Address                      Number of Shares







and      does      hereby      irrevocably      constitute      and      appoint
________________________________  Attorney to make such transfer on the books of
ACCUIMAGE  DIAGNOSTICS  CORP.  maintained  for the  purpose,  with full power of
substitution in the premises.

Dated:
     ----------------------


                                   ------------------------------------------
                                   Name of Warrant Holder


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

Witness:
        ---------------------


<PAGE>



                                SUBSCRIPTION FORM

                           ACCUIMAGE DIAGNOSTICS CORP.

                 (To be executed only upon exercise of Warrant)


     The undersigned registered owner of this Warrant irrevocably exercises this
Warrant  for and  purchases  ________________  of the number of shares of Common
Stock of ACCUIMAGE DIAGNOSTICS CORP. purchasable with this Warrant, and herewith
makes  payment  therefor,  all at the  price  and on the  terms  and  conditions
specified in this Warrant.


Dated:
      ------------------------


                                   ------------------------------------------
                                   (Signature of Registered Owner)


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


                                   ------------------------------------------
                                   (City) (State) (Zip Code)