FORM OF VOTING AGREEMENT


          VOTING  AGREEMENT (this  "Agreement"),  dated as of ______________, by
and among Aphton Corporation,  a Delaware  corporation (the "Company"),  and the
stockholders of the Company signatory hereto (the "Stockholders").

          WHEREAS,  in  connection  with  entering  into a  Securities  Purchase
Agreement  by and among the Company and the  investors  signatory  thereto  (the
"Investors") of even date herewith (the "Securities  Purchase  Agreement"),  the
Company  has  agreed,  upon the  terms  and  subject  to the  conditions  of the
Securities  Purchase  Agreement,   to  issue  and  sell  to  the  Investors  (i)
convertible  notes  of  the  Company  (the  "Initial  Notes"),   which  will  be
convertible  into shares of the  Company's  common  stock,  par value $0.001 per
share (the "Common Stock") (as converted,  the "Initial Conversion Shares"), and
which  bear  interest,  which at the option of the  Company,  subject to certain
conditions,  may be paid in  accordance  with the terms of the Initial  Notes in
shares of Common Stock  ("Interest  Shares"),  and (ii)  warrants  (the "Initial
Warrants")  which will be  exercisable  to purchase  shares of Common  Stock (as
exercised collectively, the "Initial Warrant Shares");

          WHEREAS,  in connection with the Securities  Purchase  Agreement,  the
Investors  shall be required to  purchase  and the Company  shall be required to
issue and sell,  upon the terms and subject to the  conditions of the Securities
Purchase Agreement, (i) additional convertible notes (the "Additional Notes" and
collectively  with the Initial  Notes,  the "Notes"),  which will be convertible
into shares of Common Stock (as converted,  the "Additional  Conversion  Shares"
and collectively with the Initial Conversion Shares, the "Conversion Shares") in
accordance with the terms of the Additional Notes and which bear interest, which
at the option of the  Company,  subject to  certain  conditions,  may be paid in
Interest Shares,  and (ii) additional  warrants (the  "Additional  Warrants" and
collectively  with  the  Initial  Warrants,  the  "Warrants"),   which  will  be
exercisable to purchase shares of Common Stock (as exercised  collectively,  the
"Additional  Warrant Shares" and  collectively  with the Initial Warrant Shares,
the "Warrant Shares"; the Notes, the Conversion Shares, the Interest Shares, the
Warrants  and the  Warrant  Shares  collectively  are  referred to herein as the
"Securities");

          WHEREAS,  as of the date hereof,  each Stockholder owns that number of
shares of the  Common  Stock set forth  next to such  Stockholder's  name on the
schedule attached hereto (the "Schedule"), which represent in that percentage of
the total  issued  and  outstanding  Common  Stock as is set forth  next to such
Stockholder's name on such Schedule; and

          WHEREAS,  as a condition to the  willingness of the Investors to enter
into the  Securities  Purchase  Agreement,  the Investors have required that the
Stockholders  agree,  and in order to induce  the  Investors  to enter  into the
Securities Purchase Agreement,  the Stockholders have agreed, to enter into this
Agreement with respect to all the shares of Common Stock now owned and which may
hereafter  be  acquired  by  the  Stockholders  (the  "Shares")  and  any  other
securities,  if any, which the  Stockholders are entitled to vote at any meeting
of stockholders of the Company (the "Other Securities").

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          NOW,  THEREFORE,  in  consideration  of the  foregoing  and the mutual
covenants and  agreements  contained  herein,  and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

                                    ARTICLE I

                            PROXY OF THE STOCKHOLDERS

          SECTION 1.01.  Voting  Agreement.  The Stockholders  hereby agree that
during the time this Agreement is in effect,  at any meeting of the stockholders
of the Company,  however  called,  in connection with a solicitation of votes of
the stockholders of the Company, however solicited, and in any action by consent
of the stockholders of the Company,  the Stockholders  shall vote the Shares and
the Other Securities:  (a) in favor of (i) the increase in the authorized Common
Stock to sixty (60) million  shares,  (ii) the Company's  issuance of all of the
Securities  as  described  in  the  Securities   Purchase  Agreement  and  other
Transaction Documents (as defined in the Securities Purchase Agreement),  copies
of  which  have  been  provided  to each  Stockholder,  in  accordance  with the
Company's  Certificate  of  Incorporation  and Bylaws and applicable law and the
rules and regulations of The NASDAQ National Market (the "Principal Market") and
(iii) any amendment to the Company's  Certificate of  Incorporation  that may be
necessary  to issue the  Securities;  and (b)  against any  corporate  action or
agreement  that  would  result in a breach of any  covenant,  representation  or
warranty  or any  other  obligation  or  agreement  of  the  Company  under  the
Transaction  Documents  or that  could  result in any of the  conditions  to the
Company's obligations under the Transaction  Documents not being fulfilled.  The
Stockholders  acknowledge  receipt  and  review of  copies  of the  Transaction
Documents.

          SECTION 1.02.  Irrevocable  Proxy. Each Stockholder hereby irrevocably
appoints Phil Gevas,  until  termination  hereof,  as its  attorney-in-fact  and
proxy,  with full power of  substitution,  to vote and otherwise act (by written
consent,  proxy  solicitation  or otherwise)  with respect to the Shares and the
Other  Securities,  that such  Stockholder is entitled to vote at any meeting of
stockholders  of the  Company  (whether  annual or special and whether or not an
adjourned  or  postponed  meeting),  in  response to any proxy  solicitation  or
consent in lieu of any such  meeting or  otherwise,  on the  matters  and in the
manner  specified in Section  1.01  hereof.  THIS PROXY AND POWER OF ATTORNEY IS
IRREVOCABLE AND COUPLED WITH AN INTEREST.  Each  Stockholder  hereby revokes all
other  proxies and powers of attorney  with  respect to the Shares and the Other
Securities that such Stockholder may have heretofore  appointed or granted,  and
no  subsequent  proxy or power of  attorney  shall be given or  written  consent
executed (and if given or executed,  shall not be effective) by such Stockholder
with respect to the matters  specified in Section  1.01  hereof.  All  authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of each Stockholder and any obligation of each Stockholder  under this Agreement
shall be  binding  upon the  heirs,  personal  representatives,  successors  and
assigns of such Stockholder.

                                   ARTICLE II

               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

          Each Stockholder, solely with respect to itself, hereby represents and
warrants to the Investors as follows:

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          SECTION 2.01.  Authority Relative to This Agreement.  Such Stockholder
has all necessary power and authority to execute and deliver this Agreement,  to
perform  its   obligations   hereunder  and  to  consummate   the   transactions
contemplated hereby. This Agreement has been duly executed and delivered by such
Stockholder  and  constitutes  a legal,  valid and  binding  obligation  of such
Stockholder, enforceable against such Stockholder in accordance with its terms.

          SECTION  2.02.  No Conflict.  (a) The  execution  and delivery of this
Agreement by such  Stockholder do not, and the  performance of this Agreement by
such  Stockholder  shall not,  (i) conflict  with or violate the  organizational
documents of such Stockholder (if such  Stockholder is an entity),  any foreign,
federal,  state or local  law,  statute,  ordinance,  rule,  regulation,  order,
judgment or decree  applicable to such Stockholder or by which the Shares or the
Other  Securities owned by such Stockholder are bound or affected or (ii) result
in any breach of or  constitute a default (or an event that with notice or lapse
of time or both would become a default)  under,  or give to others any rights of
termination,  amendment,  acceleration  or  cancellation  of,  or  result in the
creation of a lien or encumbrance  on any of the Shares or the Other  Securities
owned by such  Stockholder  pursuant to, any note,  bond,  mortgage,  indenture,
contract,  agreement,  lease, license,  permit, franchise or other instrument or
obligation to which such  Stockholder is a party or by which such Stockholder or
the Shares or Other Securities owned by such Stockholder are bound or affected.

          (b) The execution and delivery of this  Agreement by such  Stockholder
do not, and the  performance  of this Agreement by such  Stockholder  shall not,
require any  consent,  approval,  authorization  or permit of, or filing with or
notification  to, any person,  any United States  federal or state agency or any
other government or governmental agency except for applicable  requirements,  if
any, of the Securities Exchange Act of 1934, as amended (the "1934 Act").

          SECTION  2.03.  Title  to the  Shares.  As of the  date  hereof,  such
Stockholder is the sole record and beneficial  owner of the number of Shares set
forth next to such Stockholder's name on the Schedule, which Shares represent on
the date  hereof  the  percentage  of the  outstanding  Common  Stock  set forth
thereon.  Such Shares are all the  securities  of the Company  owned,  either of
record or  beneficially,  by such  Stockholder.  Such  Shares are owned free and
clear of all security interests,  liens,  claims,  pledges,  options,  rights of
first  refusal,  agreements,  limitations on such  Stockholder's  voting rights,
charges and other encumbrances of any nature  whatsoever.  Except as provided in
this Agreement,  such Stockholder has not appointed or granted any proxy,  which
appointment  or grant is still  effective,  with  respect to the Shares or Other
Securities owned by such Stockholder.  Until termination of this Agreement, such
Stockholder shall not further borrow against, or otherwise further encumber, its
Shares.  Such  Stockholder  has  sole  voting  power  and  sole  power  to issue
instructions  with  respect to the matters  set forth in Article 1 hereof,  sole
power of  disposition  and sole power to agree to all  matters set forth in this
Agreement.

                                   ARTICLE III

                          COVENANTS OF THE STOCKHOLDERS

          SECTION  3.01.  No  Disposition   or   Encumbrance  of  Shares.   Each
Stockholder  hereby covenants and agrees,  solely with respect to itself,  that,
except as contemplated by this

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<PAGE>

          Agreement,  such  Stockholder  shall  not  offer  or  agree  to  sell,
transfer,  tender, assign, hypothecate or otherwise dispose of, grant a proxy or
power of attorney  with  respect  to, or create or permit to exist any  security
interest,  lien,  claim,  pledge,  option,  right of first  refusal,  agreement,
limitation on such Stockholder's  voting rights,  charge or other encumbrance of
any nature  whatsoever  with respect to its Shares or,  directly or  indirectly,
initiate, solicit or encourage any person to take actions which could reasonably
be expected to lead to the occurrence of any of the foregoing or take any action
that would make any  representation  or warranty of such  Stockholder  contained
herein untrue or incorrect or have the effect of  preventing  or disabling  such
Stockholder from performing its obligations under this Agreement; provided, that
such  Stockholder  may assign,  sell or transfer any Shares or Other  Securities
provided  that  any such  recipient  of such  Shares  or  Other  Securities  has
delivered  to the  Company  and each  Investor  a  written  agreement  in a form
reasonably  satisfactory  to the Investors that such recipient shall be bound by
and such Shares and/or Other  Securities so transferred,  assigned or sold shall
remain  subject to this  Agreement;  and  provided,  further,  that such written
agreement  does not  violate  Section  14(a) of the 1934 Act and the  rules  and
regulations promulgated thereunder.

          SECTION 3.02.  Company  Cooperation.  The Company hereby covenants and
agrees  that it will not  recognize  any  sale,  transfer,  tender,  assignment,
hypothecation  or other  disposal of,  grant of proxy or power of attorney  with
respect to, or the creation or  permission  to exist of any  security  interest,
lien, claim,  pledge,  option,  right of first refusal,  agreement on any of the
Shares or Other  Securities  subject to this Agreement  unless the provisions of
Section 3.01 have been complied with.

                                   ARTICLE IV

                                  MISCELLANEOUS

          SECTION 4.01.  Termination.  This Agreement  (except for Article IV of
this Agreement)  shall terminate upon the date that each  Stockholder  votes the
shares  and the Other  Securities  in favor of the  items  set forth in  Section
1.01(a) hereof.

          SECTION 4.02. Further  Assurances.  Each party hereto will execute and
deliver all such further  documents  and  instruments  and take all such further
action as may be necessary in order to consummate the transactions  contemplated
hereby.

          SECTION  4.03.  Specific  Performance.  The parties  hereto agree that
irreparable  damage would occur in the event any provision of this Agreement was
not  performed in accordance  with the terms hereof and that the parties  hereto
and the Investors shall be entitled to specific performance of the terms hereof,
in  addition to any other  remedy at law or in equity.  The  Investors  shall be
entitled to their  reasonable  attorneys'  fees in any action brought to enforce
this Agreement in which they are the prevailing party.

          SECTION 4.04. Entire Agreement.  This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
the parties hereto with respect to the subject matter hereof.

          SECTION 4.05.  Amendment.  This Agreement may not be amended except by
an instrument in writing signed by the parties hereto.

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<PAGE>

          SECTION  4.06.  Severability.  If any term or other  provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of this Agreement is not affected in any manner materially  adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as closely as possible in a mutually acceptable manner in order that the
terms of this Agreement remain as originally  contemplated to the fullest extent
possible.

          SECTION 4.07.  Governing Law. This Agreement shall be governed by, and
construed in accordance  with,  the laws of the State of New York  applicable to
contracts executed in and to be performed in that State.

          SECTION 4.08. Notices. All notices and other communications  hereunder
shall be in  writing  and shall be deemed  given if  delivered  personally,  via
facsimile  (which is  confirmed)  or sent by a nationally  recognized  overnight
courier service to the parties at the following addresses (or such other address
for a party as shall be specified by like notice):

                 If to the Company:

                  Aphton Corporation
                  80 SW Eighth Street
                  Miami, Florida 33130
                  Telephone:  (305) 374-7338
                  Facsimile:  (305) 374-7615
                  Attention:  Philip Gevas

                With a copy to:

                  White & Case LLP
                  1155 Avenue of the Americas
                  New York, New York  10036
                  Telephone:  (212) 819-8200
                  Facsimile:  (212) 354-8113
                  Attention:  Jonathan Kahn, Esq.

If (x) to a  Stockholder,  to its address and facsimile  number set forth on the
Schedule,  with  copies  to  such  Stockholder's  representatives  as set  forth
thereon,  and (y) to an Investor,  to its address and facsimile number set forth
on the Schedule,  with copies to such  Investor's  representatives  as set forth
thereon or in either case, to such other address and/or  facsimile number and/or
to the  attention of such other person as the  recipient  party has specified by
written   notice  given  to  each  other  party  five  (5)  days  prior  to  the
effectiveness of such change.

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<PAGE>

          IN  WITNESS  WHEREOF,  the  Stockholders  and the  Company  have  duly
executed this Agreement as of the date first above written.

                                      STOCKHOLDERS:

                                      ______________________________



                                      THE COMPANY:

                                      APHTON CORPORATION


                                      By:___________________________
                                         Name:
                                         Title:

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<PAGE>

                                    SCHEDULE

Stockholders                  Shares        Share Percentage      Representative

[Name]
[Contact Info]





Investors

[Name]
[Contact Info]