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                                                                     Exhibit 4.4

            THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR
           INVESTMENT. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
      EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES ACTS. THESE
        SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
                   REGISTRATION OR AN EXEMPTION THEREFROM THIS
                  WARRANT IS ALSO SUBJECT TO CERTAIN LIMITS ON
                     TRANSFER SET FORTH IN SECTION 6 HEREOF.

                         OMRIX BIOPHARMACEUTICALS, INC.

                          COMMON STOCK PURCHASE WARRANT

Date of Issuance: December 31, 1998                 Certificate No. W-CAP- # 1

          FOR VALUE RECEIVED, Omrix Biopharmaceuticals, Inc., a Delaware
corporation (the "Company"), hereby grants Capricorn Venture Partners n.v. or
its registered assigns (the "Registered Holder") the right to purchase from the
Company during the Exercise Period (as defined below) up to 40,000 shares of the
Company's Common Stock at a price per share of $5.55 (as adjusted from time to
time hereunder, the "Exercise Price"). This Warrant is issued by the Company
pursuant to that certain letter agreement dated as of December 31, 1998 by and
among the Company, Omrix Biopharmaceuticals S.A., and Capricorn Venture Partners
n.v. in connection with an offering of securities (the "Private Placement")
pursuant to a Securities Purchase Agreement dated as of December 31, 1998 (the
"Purchase Agreement"). Certain capitalized terms used herein are defined in
Section 4 hereof. The amount and kind of securities obtainable pursuant to the
rights granted hereunder and the Exercise Price for such securities are subject
to adjustment pursuant to the provisions contained in this Warrant.

     This Warrant is subject to the following provisions:

     SECTION 1. EXERCISE OF WARRANT.

     1.1. EXERCISE PERIOD. The Registered Holder may exercise, in whole or in
part (but not as to a fractional share of Common Stock), the vested purchase
rights represented by this Warrant at any time and from time to time after the
Date of Issuance of this Warrant to and including the tenth anniversary of the
Initial Closing Date (the "Exercise Period").

     1.2. EXERCISE PROCEDURE.

          (i) This Warrant shall be deemed to have been exercised when the
Company has received all of the following items (the "Exercise Time"):

                    (a) a completed Exercise Agreement, as described in
          paragraph 1.3 below, executed by the Person exercising all or part of
          the purchase rights represented by this Warrant (the "Purchaser");
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                    (b) this Warrant;

                    (c) if this Warrant is not registered in the name of the
          Purchaser, an Assignment or Assignments in the form set forth in
          Exhibit II hereto evidencing the assignment of this Warrant to the
          Purchaser, in which case the Registered Holder shall comply with the
          provisions set forth in Section 9.8 hereof;

                    (d) either (1) a check payable to the Company in an amount
          equal to the product of the Exercise Price multiplied by the number of
          shares of Common Stock being purchased upon such exercise (the
          "Aggregate Exercise Price"), (2) the surrender to the Company of debt
          or equity securities of the Company having a Market Price equal to the
          Aggregate Exercise Price of the Common Stock being purchased upon such
          exercise (provided that for purposes of this subparagraph, the Market
          Price of any note or other debt security or any preferred stock,
          unless it is publicly traded, shall be deemed to be equal to the
          aggregate outstanding principal amount or liquidation value thereof
          plus all accrued and unpaid interest thereon or accrued or declared
          and unpaid dividends thereon) or (3) a written notice to the Company
          that the Purchaser is exercising the Warrant (or a portion thereof) by
          authorizing the Company to withhold from issuance a number of shares
          of Common Stock issuable upon such exercise of the Warrant which, when
          multiplied by the Market Price of the Common Stock, is equal to the
          Aggregate Exercise Price (and such withheld shares shall no longer be
          issuable under this Warrant); and

                    (e) a counterpart of the Stockholders' Agreement, as defined
          in the Purchase Agreement, executed by the Purchaser.

          (ii) Certificates for shares of Common Stock purchased upon exercise
of this Warrant shall be delivered by the Company to the Purchaser within five
business days after the date of the Exercise Time. Unless this Warrant has
expired or all of the purchase rights represented hereby have been exercised,
the Company shall prepare a new Warrant, substantially identical hereto,
representing the rights formerly represented by this Warrant which have not
expired or been exercised and shall within such five-day period, deliver such
new Warrant to the Person designated for delivery in the Exercise Agreement.

          (iii) The Common Stock issuable upon the exercise of this Warrant
shall be deemed to have been issued to the Purchaser and outstanding, and the
Purchaser shall be deemed for all purposes to have become the record holder of
such Common Stock, at the Exercise Time.

          (iv) The issuance of certificates for shares of Common Stock upon
exercise of this Warrant shall be made without charge to the Registered Holder
or the Purchaser for any issuance tax in respect thereof or other cost incurred
by the Company in connection with such exercise and the related issuance of
shares of Common Stock. Each share of Common Stock issuable upon exercise of
this Warrant shall, upon payment of the Exercise Price therefor, be fully paid
and nonassessable and free from all liens and charges with respect to the
issuance thereof.

          (v) The Company shall not close its books against the transfer of this
Warrant or of any share of Common Stock issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this
Warrant. The Company shall from time


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to time take all such action as may be necessary to assure that the par value
per share of the unissued Common Stock acquirable upon exercise of this Warrant
is at all times equal to or less than the Exercise Price then in effect.

          (vi) The Company shall assist and cooperate with any Registered Holder
or Purchaser required to make any governmental filings or obtain any
governmental approvals prior to or in connection with any exercise of this
warrant (including, without limitation, making any filings required to be made
by the Company).

          (vii) Notwithstanding any other provision hereof, if an exercise of
any portion of this Warrant is to be made in connection with a Public Offering
or a Sale of the Company, the exercise of any portion of this Warrant may, at
the election of the holder hereof, be conditioned upon the consummation of the
Public Offering or Sale of the Company, in which case such exercise shall not be
deemed to be effective until or immediately prior to the consummation of such
transaction.

          (viii) The Company shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
issuance upon the exercise of the Warrants, such number of shares of Common
Stock issuable upon the exercise of all outstanding Warrants. All shares of
Common Stock which are so issuable shall, when issued, be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and charges.
The Company shall take all such actions as may be necessary to assure that all
such shares of Common Stock may be so issued without violation of any applicable
law or governmental regulation or any requirements of any domestic securities
exchange upon which shares of Common Stock may be listed (except for official
notice of issuance, which shall be immediately delivered by the Company upon
each such issuance). The Company shall not take any action that would cause the
number of authorized but unissued shares of Common Stock to be less than the
number of such shares required to be reserved hereunder for issuance upon
exercise of all of the outstanding Warrants.

          (ix) Any certificate for shares of Common Stock issued upon the
exercise of this Warrant shall contain a legend in substantially the form of the
legend set forth on the first page of this Warrant except if such exercise is
effected in connection with a Public Offering of the Company's capital stock and
the shares of Common Stock issuable upon the exercise of this Warrant are
included in such registered offering.

     1.3. EXERCISE AGREEMENT. Upon any exercise of this Warrant, the Exercise
Agreement shall be substantially in the form set forth in Exhibit I hereto,
except that if the shares of Common Stock are not to be issued in the name of
the Person in whose name this Warrant is registered, the Exercise Agreement
shall also state the name of the Person to whom the certificates for the shares
of Common Stock are to be issued, and if the number of shares of Common Stock to
be issued does not include all the shares of Common Stock purchasable hereunder,
it shall also state the name of the Person to whom a new Warrant for the
unexercised portion of the rights hereunder is to be delivered. Such Exercise
Agreement shall be dated the actual date of execution thereof.

     1.4. FRACTIONAL SHARES. If a fractional share of Common Stock would, but
for the provisions of paragraph 1.1, be issuable upon exercise of the rights
represented by this Warrant,


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in lieu of issuing such fractional share, the Company shall, within five
business days after the date of the Exercise Time, deliver to the Purchaser's
order the Company's check payable to the Purchaser in an amount equal to the
difference between the Market Price of such fractional share as of the date of
the Exercise Time and the Exercise Price of such fractional share.

     SECTION 2. ADJUSTMENT OF EXERCISE PRICE. In order to prevent dilution of
the rights granted under this Warrant, the Exercise Price shall be subject to
adjustment from time to time as provided in this Section 2.

     2.1. ADJUSTMENT OF EXERCISE PRICE UPON ISSUANCE OF COMMON STOCK.

          (i) If and whenever after the date of this Warrant, the Company issues
or sells, or in accordance with paragraph 2.2 is deemed to have issued or sold,
any share of Common Stock for a consideration per share less than the Per Share
Price, then immediately upon such issue or sale or deemed issue or sale, the
Exercise Price in effect immediately prior to such time shall be reduced to an
amount determined by dividing (a) the sum of (1) the product derived by
multiplying (i) the Per Share Price times (ii) the number of shares of Common
Stock Deemed Outstanding immediately prior to such issue or sale, plus (2) the
consideration, if any, received (or deemed received pursuant to Section 2.2
below) by the Company upon such issue or sale, by (b) the number of shares of
Common Stock Deemed Outstanding immediately after such issue or sale.
Notwithstanding the foregoing, if the Company inadvertently issues or sells, or
is deemed to have issued or sold, any share of Common Stock for a consideration
per share less than the Per Share Price, the Exercise Price in effect
immediately prior to such time shall not be reduced if the Company is able to
rescind or appropriately modify the transaction within a reasonable time after
it became aware of the reduction in the Exercise Price that would otherwise
occur.

          (ii) Notwithstanding the foregoing and Section 2.2, there shall be no
adjustment to the Exercise Price or the number of shares of Common Stock
obtainable upon exercise of this Warrant with respect to the issuance by the
Company of any Excluded Securities, and the shares of Common Stock included in
or issuable upon conversion or exercise of any Excluded Securities shall be
deemed outstanding for purposes of Section 2.1.

     2.2. EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Exercise Price under paragraph 2.1, the following shall
be applicable:

          (i) Issuance of Rights or Options. If the Company in any manner grants
or sells any Options and the lowest price per share for which any one share of
Common Stock is issuable upon the exercise of any such Option, or upon
conversion or exchange of any Convertible Security issuable upon exercise of
such Option, is less than the Per Share Price, then such share of Common Stock
(but only such share or shares of Common Stock) shall be deemed to be
outstanding and to have been issued and sold by the Company at such time for
such lower price per share. For purposes of this paragraph, the "lowest price
per share for which any one share of Common Stock is issuable" shall be equal to
the sum of the lowest amount of consideration (if any) paid or payable by the
option holder with respect to any one share of Common Stock upon the granting or
sale of the Option, upon exercise of the Option and upon conversion or exchange
of the Convertible Security. No further adjustment of the Exercise Price shall
be made upon the actual issue of such Common Stock or of such Convertible
Security upon the exercise of such


                                     - 4 -
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Options or upon the actual issue of such Common Stock upon conversion or
exchange of such Convertible Security.

          (ii) Issuance of Convertible Securities. If the Company in any manner
issues or sells any Convertible Security and the lowest price per share for
which any one share of Common Stock is issuable upon conversion or exchange
thereof is less than the Per Share Price, then such share or shares of Common
Stock (but only such share or shares of Common Stock) shall be deemed to be
outstanding and to have been issued and sold by the Company at such time for
such lower price per share. For the purposes of this paragraph, the "lowest
price per share for which any one share of Common Stock is issuable" shall be
equal to the sum of the lowest amount of consideration (if any) paid or payable
by the holder of the Convertible Security with respect to any one share of
Common Stock upon the issuance or sale of the Convertible Security and upon the
conversion or exchange of such Convertible Security. No further adjustment of
the Exercise Price shall be made upon the actual issue of such Common Stock upon
conversion or exchange of any Convertible Security, and if any such issue or
sale of such Convertible Security is made upon exercise of any Options for which
adjustments of the Exercise Price had been or are to be made pursuant to other
provisions of this Section 2, no further adjustment of the Exercise Price shall
be made by reason of such issue or sale.

          (iii) Change in Option Price or Conversion Rate. If the purchase price
provided for in any Options, the additional consideration, if any, payable upon
the issue, conversion or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exchangeable for Common
Stock changes at any time, the Exercise Price in effect at the time of such
change shall be adjusted immediately to the Exercise Price that would have been
in effect at such time had such Options or Convertible Securities provided for
such changed purchase price, additional consideration or changed conversion
rate, as the case may be, at the time initially granted, issued or sold. For
purposes of this paragraph 2.2, if the terms of any Option or Convertible
Security that was outstanding as of the Date of Issuance of this Warrant are
changed in the manner described in the immediately preceding sentence, then such
Option or Convertible Security and the Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as
of the date of such change; provided that no such change shall at any time cause
the Exercise Price to be increased to an amount in excess of the Exercise Price
in effect upon the issuance of this Warrant.

          (iv) Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Securities without the exercise of such
Option or right, the Exercise Price then in effect shall be adjusted immediately
to the Exercise Price that would have been in effect at the time of such
expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination, never
been issued. For purposes of this paragraph 2.2, the expiration or termination
of any Option or Convertible Security that was outstanding as of the Date of
Issuance of this Warrant shall not cause the Exercise Price hereunder to be
adjusted unless, and only to the extent that, a change in the terms of such
Option or Convertible Security caused it to be deemed to have been issued after
the Date of Issuance of this Warrant.

          (v) Calculation of Consideration Received. If any Common Stock,
Options or Convertible Securities are issued or sold or deemed to have been
issued or sold for cash, the


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consideration received therefor shall be deemed to be the amount paid by the
holder to the Company for such security (including discounts, commissions and
related expenses paid to independent third parties). In case any Common Stock,
Options or Convertible Securities are issued or sold for a consideration other
than cash (including in connection with acquisitions), the amount of the
consideration other than cash paid by the holder shall be the fair value of such
consideration, except where such consideration consists of securities, in which
case the amount of consideration received by the Company shall be the Market
Price thereof as of the date of receipt. In case any Common Stock, Options or
Convertible Securities are issued to the owners of the non-surviving entity in
connection with any merger in which the Company is the surviving corporation,
the amount of consideration therefor shall be deemed to be the fair value of
such portion of the net assets and business of the non-surviving entity as is
attributable to such Common Stock, Options or Convertible Securities, as the
case may be. The fair value of any consideration other than cash or securities
shall be as determined pursuant to the Investor Warrants.

          (vi) Integrated Transactions. In case any Option is issued in
connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Options by the parties thereto, the Options shall be deemed to
have been issued for a consideration determined in good faith by the Board of
Directors.

          (vii) Treasury Shares. The number of shares of Common Stock
outstanding at any given time does not include shares owned or held by or for
the account of the Company or any Subsidiary, and the disposition of any shares
so owned or held shall be considered an issue or sale of Common Stock.

          (viii) Record Date. If the Company takes a record of the holders of
Common Stock for the purpose of entitling them (A) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (B) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.

     2.3. SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any time
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of shares of Common
Stock obtainable upon exercise of this Warrant shall be proportionately
increased. If the Company at any time combines (by reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased and the number of shares of
Common Stock obtainable upon exercise of this Warrant shall be proportionately
decreased.

     2.4. REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. Prior
to the consummation of any Organic Change, the Company shall make appropriate
provision (on the same terms as the comparable provision made with respect to
the Investor Warrants) to ensure


                                     - 6 -
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that the Registered Holder shall thereafter have the right to acquire and
receive, in lieu of or in addition to (as the case may be) the shares of Common
Stock immediately theretofore acquirable and receivable upon the exercise of
this Warrant, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for the number of shares of Common Stock
immediately theretofore acquirable and receivable upon exercise of this Warrant
had such Organic Change not taken place. In any such case, the Company shall
make appropriate provision on the same terms as the comparable provision made
with respect to the Investor Warrants) with respect to such holders' rights and
interests to ensure that the provisions of this Section 2 and Section 3 hereof
shall thereafter be applicable to this Warrant (including, in the case of any
such consolidation, merger or sale in which the successor entity or purchasing
entity is other than the Company, an adjustment of the Exercise Price or number
of shares of Common Stock acquirable and receivable upon exercise of this
Warrant in accordance with Section 2.1 hereof as if such securities issuable
upon any such consolidation, merger or sale were issued by the Company. The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof, the successor entity (if other than the Company)
resulting from consolidation or merger or the entity purchasing such assets
assumes by written instrument (in form and substance equivalent to the
instrument, if any, used to assume the obligations under the Investor Warrants),
the obligation to deliver to each such holder such shares of stock, securities
or assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

     2.5. CERTAIN EVENTS. If any event occurs of the type contemplated by the
provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company's
board of directors shall make an appropriate adjustment in the Exercise Price
and the number of shares of Common Stock obtainable upon exercise of this
Warrant so as to protect the rights of the holder hereof; provided that no such
adjustment shall increase the Exercise Price or decrease the number of shares of
Common Stock obtainable as otherwise determined pursuant to this Section 2.

     2.6. NOTICES.

          (i) Immediately upon any adjustment of the Exercise Price, the Company
shall give written notice thereof to the Registered Holder, setting forth in
reasonable detail and certifying the calculation of such adjustment.

          (ii) The Company shall give written notice to the Registered Holder at
least 20 days prior to the date on which the Company closes its books or takes a
record (A) with respect to any dividend or distribution upon the Common Stock,
(B) with respect to any pro rata subscription offer to holders of Common Stock
or (C) for determining rights to vote with respect to any Organic Change,
dissolution or liquidation.

          (iii) The Company shall also give written notice to the Registered
Holder at least 20 days prior to the date on which any Organic Change,
dissolution or liquidation shall take place.

     SECTION 3. DIVIDENDS. If the Company declares or pays a Dividend, then the
Company shall set aside such Dividend for payment upon exercise of this Warrant
to the Registered Holder of this Warrant the Dividend that would have been paid
to such Registered


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Holder on the Common Stock had this Warrant been fully exercised immediately
prior to the date on which a record is taken for such Dividend, or, if no record
is taken, the date as of which the record holders of Common Stock entitled to
such dividends are to be determined.

     SECTION 4. DEFINITIONS. The following terms have meanings set forth below:

          "Capital Securities" means, as to any Person that is a corporation,
the authorized shares of such Person's capital stock, including all classes of
common, preferred, voting and nonvoting capital stock, and, as to any Person
that is not a corporation or an individual, the ownership interests in such
Person, including, without limitation, the right to share in profits and losses,
the right to receive distributions of cash and property, and the right to
receive allocations of items of income, gain, loss, deduction and credit and
similar items from such Person, whether or not such interests include voting or
similar rights entitling the holder thereof to exercise control over such
Person.

          "Commission" shall mean the United States Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.

          "Common Stock" means the Company's Common Stock, $.01 par value per
share, and except for purposes of the shares obtainable upon exercise of this
Warrant, any capital stock of any class of the Company hereafter authorized that
is not limited to a fixed sum or percentage of par or stated value in respect to
the rights of the holders thereof to participate in dividends or in the
distribution of assets upon any liquidation, dissolution or winding up of the
Company.

          "Common Stock Deemed Outstanding" has the meaning given such term in
the Purchase Agreement.

          "Company Registration Cutback" has the meaning specified in Section
9.1(b).

          "Convertible Securities" has the meaning given such term in the
Purchase Agreement.

          "Date of Issuance" has the meaning specified in Section 7.

          "Dividend" means any dividend or other distribution upon the Common
Stock except for a stock dividend payable in shares of Common Stock.

          "Excluded Securities" has the meaning given such term in the Purchase
Agreement.

          "Initial Closing Date" has the meaning given such term in the Purchase
Agreement.

          "Investor Warrants" means the Common Stock Purchase Warrants issued by
the Company to the "Purchasers" under the Purchase Agreement.

          "IPO" has the meaning given such term in the Stockholder's Agreement.


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          "Market Price" means, as to any security, the average of the closing
prices of such security's sales on all domestic securities exchanges on which
such security may at the time be listed, or, if there have been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed, the average of the representative bid and asked prices quoted in
the NASDAQ System as of 4:00 P.M., New York time, on such day, or, if on any day
such security is not quoted in the NASDAQ System, the average of the highest bid
and lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which "Market Price" is being determined and the 20
consecutive business days prior to such day; provided that if such security is
listed on any domestic securities exchange the term "business days" as used in
this sentence means business days on which such exchange is open for trading. If
at any time such security is not listed on any domestic securities exchange or
quoted in the NASDAQ System or the domestic over-the-counter market, the "Market
Price" shall be the fair value thereof as of such time if and as determined
pursuant to the Investor Warrants or, if not so determined, the fair value
thereof determined jointly by the Company and the Registered Holder; provided
that if such parties are unable to reach agreement within a reasonable period of
time, such fair value shall be determined by an appraiser jointly selected by
the Company and the Registered Holder. The determination of such appraiser shall
be final and binding on the Company and the Registered Holder, and the fees and
expenses of such appraiser shall be paid by the Company.

          "Options" means any rights or options to subscribe for or purchase
Common Stock or Convertible Securities.

          "Organic Change" means any recapitalization, reorganization,
reclassification, Sale of the Company or other transaction, in each case, which
is effected in such a way that the holders of Common Stock are entitled to
receive (either directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for Common Stock.

          "Per Share Price" has the meaning given such term in the Purchase
Agreement.

          "Person" means an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization and a government or any department or agency thereof.

          "Private Placement" has the meaning given such term in the
introduction to this Warrant.

          "Proceeds" means the aggregate gross proceeds received by the Company
from all investors in the Private Placement, in the first and any subsequent
closings.

          "Public Offering" has the meaning given such term in the Purchase
Agreement.

          "Purchase Rights" means any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of Common Stock.


                                     - 9 -
<PAGE>
          "Registered Holder" has the meaning given such term in the
introductory language to this Warrant; provided that, for the purpose of Section
9 hereof, "Registered Holder" also shall include any holder of Registrable
Securities.

          The terms "register," "registered" and "registration" refer to a
registration in the United States effected by preparing and filing a
registration statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration statement.

          "Registrable Securities" shall mean (i) the Common Stock issued or
issuable pursuant to the exercise of this Warrant; (ii) any Common Stock or
other securities issued or issuable with respect to the Common Stock described
in clause (i) above, upon any stock split, stock dividend, recapitalization, or
similar event, which shares have not been sold to the public; and (iii)
securities issued in replacement or exchange of any of the securities described
in clauses (i) or (ii) above.

          "Registration Expenses" shall mean all expenses incurred by the
Company in complying with Sections 9.1 and 9.4 hereof, including, without
limitation, all registration, qualification and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees
and expenses, and the expense of any special audits incident to or required by
any such registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company), but not including
Selling Expenses.

          "Sale of the Company" has the meaning given such term in the Purchase
Agreement.

          "Securities Act" shall mean the United States Securities Act of 1933,
as amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

          "Selling Expenses" shall mean all underwriting fees, discounts,
selling commissions and stock transfer taxes applicable to the Registrable
Securities registered by a Registered Holder.

          Other capitalized terms used in this Warrant but not defined herein
shall have the meanings set forth in the Purchase Agreement.

     SECTION 5. NO VOTING RIGHTS; LIMITATIONS OF LIABILITY. This Warrant shall
not entitle the holder hereof to any voting rights or other rights as a
stockholder of the Company not set forth herein. No provision hereof, in the
absence of affirmative action by the Registered Holder to purchase Common Stock,
and no enumeration herein of the rights or privileges of the Registered Holder
shall give rise to any liability of such holder for the Exercise Price of Common
Stock acquirable by exercise hereof or as a stockholder of the Company.

     SECTION 6. WARRANT TRANSFERABLE. This Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the Registered Holder, upon
surrender of this Warrant with a properly executed Assignment (in the form of
Exhibit II hereto) at the principal


                                     - 10 -
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office of the Company, only to an investor that is not an entity engaged in a
business competitive with the Company and that shall agree to be bound by the
limitations on disposition set forth herein.

     SECTION 7. WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant
is exchangeable, upon the surrender hereof by the Registered Holder at the
principal office of the Company, for new Warrants of like tenor representing in
the aggregate the rights hereunder, and each of such new Warrants shall
represent such portion of such rights as is designated by the Registered Holder
at the time of such surrender. The date the Company initially issued this
Warrant shall be deemed to be the "Date of Issuance" hereof regardless of the
number of times new certificates representing the unexpired and unexercised
rights formerly represented by this Warrant shall be issued. All Warrants
representing portions of the rights hereunder are referred to herein as the
"Warrants."

     SECTION 8. REPLACEMENT. Upon receipt of evidence reasonably satisfactory to
the Company (an affidavit of the Registered Holder shall be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing this Warrant, and in the case of any such loss, theft or destruction,
upon receipt of indemnity reasonably satisfactory to the Company (provided that
if the holder is an entity with capital and surplus in excess of three times the
value of the Common Stock that can be purchased upon exercise of this Warrant,
such holder's agreement shall be satisfactory), or, in the case of any such
mutilation upon surrender of such certificate, the Company shall (at its
expense) execute and deliver in lieu of such certificate a new certificate of
like kind representing the same rights represented by such lost, stolen,
destroyed or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate.

     SECTION 9. REGISTRATION RIGHTS.

     9.1 Company Registration.

          (i) NOTICE OF REGISTRATION. If at any time prior to five (5) years
after consummation of an IPO, the Company shall determine to register any of its
securities, either for its own account or the account of a security holder or
holders, other than (i) a registration relating solely to employee benefit
plans, or (ii) a registration relating solely to a Commission Rule 145
transaction, the Company will:

          (a) promptly give written notice thereof to each Registered Holder;
          and

          (b) include in such registration (and any related qualification under
          blue sky laws or other compliance), and in any underwriting involved
          therein, all the Registrable Securities specified in a written request
          or requests, made within twenty (20) days after receipt of such
          written notice from the Company, by any Registered Holder, subject to
          the Company Registration Cutback.

          (ii) Underwriting. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Registered


                                     - 11 -
<PAGE>
Holders as a part of the written notice given pursuant to Section 9.1(i)(a). In
such event the right of any Registered Holder to registration pursuant to this
Section 9.1 shall be conditioned upon such Registered Holder's participation in
such underwriting and the inclusion of such Registered Holder's Registrable
Securities in the underwriting to the extent provided herein. All Registered
Holders proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders distributing their securities
through such underwriting) enter into an underwriting agreement in the form
agreed to by the Company and the managing underwriter selected for such
underwriting by the Company. Notwithstanding any other provision of this Section
9.1, if the managing underwriter determines the number of shares requested to be
included in the registration exceeds the number which can be sold in an orderly
manner in such offering within a price range acceptable to the Company or
marketing factors require a limitation of the number of shares to be
underwritten on behalf of the Company (the "Company Registration Cutback"), then
the Company will include in such registration, to the extent of the number and
type which the Company is so advised can be sold in (or during the time of) such
offering without such affect on the price, first, all securities of the Company
proposed to be sold by the Company for its own account, second, the Registrable
Securities requested by the Registered Holders to be included in such
registration consistent with and subject to the requirements of the
Stockholders' Agreement, and finally, any other securities of the Company
requested by other holders of Common Stock to be included in such registration.

     9.2 EXPENSES OF REGISTRATION. All Registration Expenses, other than and the
fees of counsel for any selling Registered Holders, incurred in connection with
any registration pursuant to Sections 9.1 and 9.4, shall, to the extent
permitted by applicable law, be borne by the Company. All other Selling Expenses
relating to Registrable Securities registered by the Registered Holders shall be
borne by the respective Registered Holders pro rata on the basis of the number
of shares so registered.

     9.3 REGISTRATION PROCEDURES. In the case of each registration effected by
the Company pursuant to this Agreement, the Company will keep each Registered
Holder advised in writing as to the initiation of each registration,
qualification and compliance and as to the completion thereof. The Company will:

          (i) keep such registration, qualification or compliance effective and
current for a period of 180 days (or such longer period as may be necessary to
accommodate the filing of amendments or supplements necessary to comply with the
Securities Act) or until the holders of all securities registered in such
registration have completed the distribution described in the registration
statement relating thereto, whichever first occurs;

          (ii) furnish such number of prospectuses and other documents incident
thereto as a Registered Holder from time to time may reasonably request;

          (iii) use its best efforts to register or qualify the securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as


                                     - 12 -
<PAGE>
any seller holding at least 10% of the Registrable Securities then being
registered reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller; provided, that nothing in this Section 9.3 shall require the Company to
execute any general consent to service of process in any state;

          (iv) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each Registered Holder and
the Company participating in such underwriting shall also enter into and perform
its obligations under such an agreement;

          (v) notify each Registered Holder with Registrable Securities covered
by such registration statement, at any time when a prospectus relating thereto
covered by such registration statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing and of any Commission
stop orders or other material modifications in connection therewith (and in such
event, any holder of such securities shall suspend the sale or distribution of
such securities until such time as said event is corrected);

          (vi) cause all such Registrable Securities covered by such
registration statement to be listed on each securities exchange on which the
same class of securities issued by the Company are then listed, if the listing
of such Registrable Securities is then permitted under the rules and regulations
of such exchange and, if requested by the Registered Holders, cause all such
Registrable Securities, if the Company's securities are not already listed or
traded, to be listed on any securities exchange reasonably requested by the
Registered Holders;

          (vii) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;

          (viii) enter into such customary agreements and take all such other
actions as the Registered Holders or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities (including effecting a stock split or a combination of shares);

          (ix) make available for inspection by Registered Holders who hold all
of the Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents


                                     - 13 -
<PAGE>
and properties of the Company, and cause the Company's officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;

          (x) otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least twelve months beginning with the first day of the Company's first full
calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;

          (xi) permit any Registered Holder which, in the reasonable judgment of
such Registered Holder's counsel, might be deemed to be an underwriter or a
controlling Person of the Company, to participate in the preparation of such
registration or comparable statement and to require the insertion therein of
material, furnished to the Company in writing, which in the reasonable judgment
of such Registered Holder and its counsel and concurred with by the Company and
its Counsel should be included;

          (xii) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Registrable Securities included in such registration statement for sale in
any jurisdiction, the Company shall use its best efforts promptly to obtain the
withdrawal of such order;

          (xiii) use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
sellers thereof to consummate the disposition of such Registrable Securities;
and

          (xiv) obtain a cold comfort letter from the Company's independent
public accountants in customary form and covering such matters of the type
customarily covered by cold comfort letters as required by the underwriting
agreement or, if other than an underwritten offering, as the holders of a
majority of securities being sold pursuant to the applicable registration
statement may reasonably request.

     9.4 REGISTRATION ON FORM S-3. In addition to the rights set forth in
Section 10.1, if the Registered Holders request that the Company file a
registration statement on Form S-3 (or any successor form to Form S-3) for a
public offering of shares of Registrable Securities, and the Company is a
registrant entitled to use Form S-3 to register the Registrable Securities for
such an offering, the Company shall use its best efforts to cause such shares to
be registered for the offering as soon as practicable on Form S-3 (or any
successor form to Form S-3). The procedures and other limitations for effecting
the registration of the Registrable Securities on Form S-3 (or any successor
form to Form S-3), including the procedure used for any


                                     - 14 -
<PAGE>
underwriting limitation, shall be as set forth in Section 10.1 above; provided,
however, that (i) the number of registrations that may be requested by the
Registered Holders on Form S-3 (or any successor form to Form S-3) shall be
limited to one (1), none of which shall involve an underwriting, and (ii) the
Company shall not be obligated to effect a registration under this Section 9.4
if the minimum estimated dollar value of any offering of Registrable Securities
pursuant to this Section 9.4 is less than $300,000 and (iii) the Company shall
not be obligated to effect a registration under this Section 9.4 to the extent
that the Registration Securities to be included in such registration may, within
thirty (30) days following the proposed effective date of any such registration,
be sold without registration pursuant to paragraph (k) of Rule 1944.

     9.5 INDEMNIFICATION.

          (i) The Company will indemnify each Registered Holder, each of its
officers and directors and partners and each Person controlling any such Persons
within the meaning of Section 15 of the Securities Act, with respect to which
any registration, qualification or compliance has been effected pursuant to this
Agreement, and each underwriter, if any, and each Person who controls any
underwriter within the meaning of Section 15 of the Securities Act, against all
expenses, claims, losses, damages and liabilities (or actions in respect
thereof), including any of the foregoing incurred in the investigation or
settlement of any litigation, commenced or threatened, arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, not misleading, or any violation by
the Company of any rule or regulation promulgated under the Securities Act or
any state securities laws applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse each such Registered Holder,
each of its officers and directors and each Person controlling any such Persons,
each such underwriter and each Person who controls any such underwriter, for any
legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability, expense, or violation
arises out of or is based on any untrue statement or omission or alleged untrue
statement or omission, made in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed by such
Registered Holder or underwriter and stated to be specifically for use therein,
or any action or inaction required of any Purchaser in connection therewith.

          (ii) Each Registered Holder will, if Registrable Securities held by
such Registered Holder are included in the securities as to which such
registration is being effected, indemnify the Company, each of its directors and
officers, each underwriter, if any, of the Company's securities covered by such
a registration statement, each Person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, and each
other such Person whose securities are covered by such registration statement,
each of its officers and directors and


                                     - 15 -
<PAGE>
each Person controlling such selling securityholder within the meaning of
Section 15 of the Securities Act, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, [or any violation by such Registered Holder of any rule or
regulation promulgated under the Securities Act or any state securities laws
applicable to such Registered Holder and relating to action or inaction required
of such Registered Holder in connection with any such registration,
qualification or compliance,] and will reimburse the Company, such other selling
securityholders, such directors, officers, legal counsel, independent
accountants, underwriters or control Persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by such Registered Holder and stated to be specifically for use
therein or such violation arises out of any action or inaction required of such
Registered Holder in connection therewith; provided, however, that the
obligation of such Registered Holder hereunder shall be limited to an amount
equal to the proceeds received by such Registered Holder upon the sale of the
Registrable Securities sold in the offering covered by such registration.

          (iii) Each party entitled to indemnification under this Section 9.5
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld). The Indemnified Party may participate in such defense at such party's
expense; provided, however, that the Indemnifying Party shall bear the expense
of such defense of the Indemnified Party if representation of both parties by
the same counsel would be inappropriate due to actual or potential conflicts of
interest (as determined in good faith by the Indemnified Party). The failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement unless the failure to
do so materially prejudices the Indemnifying Party. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.

          (iv) An Indemnifying Party shall make payment in satisfaction of its
obligations under this Section 9.5 within thirty (30) days upon receiving
written confirmation from the Indemnified Party of the nature and amount of the
expenses to be indemnified.


                                     - 16 -
<PAGE>
          (v) If the indemnification provided for in this Section 9.5 is
unavailable or insufficient to hold harmless an Indemnified Party, then each
Indemnifying Party shall contribute to the amount paid or payable to such
Indemnified Party as a result of the losses, claims, damages or liabilities
referred to in this Section 9.5 an amount or additional amount, as the case may
be, in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party or parties on the one hand and the Indemnified Party on the
other in connection with the statements or omissions which resulted in such
losses, claims, demands or liabilities as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Indemnifying Party or parties on the one hand or the
Indemnified Party on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid to an Indemnified Party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of
this Section 9.5(v) shall be deemed to include any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any action or claim which is the subject of this Section 9.5. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

          (vi) The indemnification provided for under this Agreement shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Party or any officer, director or controlling Person
of such Indemnified Party and shall survive the transfer of securities.

     9.6 INFORMATION BY REGISTERED HOLDER. Each Registered Holder including
Registrable Securities in any registration shall furnish to the Company such
information regarding such Registered Holder and the distribution proposed by
such Registered Holder as the Company may request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to in this Agreement.

     9.7 RULE 144 REPORTING. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of securities of the Company to the public without registration, after such
time as a public market exists for the Common Stock of the Company, the Company
agrees to:

          (i) Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times after
the effective date of the first registration under the Securities Act filed by
the Company for an offering of its securities to the general public;

          (ii) File with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Securities
Exchange


                                     - 17 -
<PAGE>
Act of 1934, as amended (at any time after it has become subject to such
reporting requirements);

     (iii) So long as a Registered Holder owns any Registrable Securities to
furnish to the Registered Holder forthwith upon request a written statement by
the Company as to its compliance with the reporting requirements of said Rule
144 (at any time after 90 days after the effective date of the first
registration statement filed by the Company under the Securities Act for an
offering of its securities to the general public), and of the Securities Act and
the Securities Exchange Act of 1934 (at any time after it has become subject to
such reporting requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents of the Company as a
Registered Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing a Registered Holder to sell any such
securities without registration.

     9.8 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company to
register securities granted to Registered Holders under Sections 9.1 and 9.4 may
be assigned to a transferee or assignee in connection with the transfer or
assignment of any portion of this Warrant or of any of the Registrable
Securities, provided, that (i) such transfer may otherwise be effected in
accordance with applicable securities laws and the provisions of this Warrant,
(ii) the Company is given reasonably prompt written notice of such assignment,
and (iii) the transferee executes an instrument reasonably satisfactory to the
Company agreeing to be bound by the obligations of a Registered Holder under
this Section 9. In addition, rights to cause the Company to register securities
may be assigned (on the foregoing terms) to any constituent partner (or any
partner of such partner if such partner is itself a partnership) of a Registered
Holder, where such Registered Holder is a partnership, or to any parent or
subsidiary corporation or any officer, director or shareholder thereof, where
such Registered Holder is a corporation. For purposes of the preceding sentence
"partnership" shall include "limited liability company," and "partner" shall
include "member of a limited liability company."

     9.9 GENERAL. In the event the Company is obligated to effect a public
offering, the Company shall cause such meetings to be held, votes cast,
resolutions passed, by-laws enacted, documents executed and all acts and things
done to effect the public offering on customary and usual terms.

     9.10 LOCK-UP AGREEMENTS. In connection with any firm commitment
underwritten offering in which they are participating, if requested to do so by
the managing underwriter for such offering, the Registered Holders shall agree
not to sell or otherwise transfer any shares of Common Stock or any other
Capital Securities of the Company (other than any Registrable Securities or
other securities of the Company being registered in such offering), without the
consent of the managing underwriters, during the 7 days prior to and up to 180
days following the effective date of the registration statement relating to such
offering.


                                     - 18 -
<PAGE>
     9.11 SURVIVAL. The provisions of this Section 9 shall survive the full
exercise of this Warrant and until five (5) years after consummation of an IPO.
In addition, the obligations of the Company and Registered Holders under Section
9.5 shall survive the completion of any offering of Registrable Securities under
this Agreement indefinitely.

     SECTION 10. NOTICES. Except as otherwise expressly provided herein, all
notices referred to in this Warrant shall be in writing and shall be delivered
personally, sent by reputable overnight courier service (charges prepaid) or
sent by registered or certified mail, return receipt requested, postage prepaid
and shall be deemed to have been given when so delivered, sent or deposited in
the U.S. Mail (i) to the Company, at its principal executive offices and (ii) to
the Registered Holder of this Warrant, at such holder's address as it appears in
the records of the Company (unless otherwise indicated by any such holder).

     SECTION 11. AMENDMENT AND WAIVER. Except as otherwise provided herein, the
provisions of the Warrants may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of Registered Holders
of at least a majority of the Registrable Securities.

     SECTION 12. DESCRIPTIVE HEADINGS; GOVERNING LAW. The descriptive headings
of the several Sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. All issues and
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by, and construed in accordance with, the laws
of the State of Delaware, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the domestic substantive laws
of any jurisdiction other than the State of Delaware.



                                     - 19 -
<PAGE>
     IN WITNESS WHEREOF, each of the parties has caused this Warrant to be
signed and attested by its duly authorized officers under its corporate seal and
to be dated the Date of Issuance hereof.

                                        OMRIX BIOPHARMACEUTICALS, INC.


                                        By       /s/ Robert Taub
                                          ---------------------------------
                                        Its        President
                                           --------------------------------
[Corporate Seal]

Attest:


                                          /s/ Jos B. Peeters
----------------------------------      -----------------------------------
                                        CAPRICORN VENTURE
Title:                                  PARTNERS n.v.
      ----------------------------      Represented by Dr. Jos B. Peeters,
                                        Managing Director


                                     - 20 -
<PAGE>
                                                                       EXHIBIT I

                               EXERCISE AGREEMENT

To:                                            Dated:

          The undersigned, pursuant to the provisions set forth in the attached
Warrant (Certificate W-CAP #1), hereby agrees to subscribe for the purchase of
___________ shares of the Common Stock covered by such Warrant and makes payment
herewith in full therefor at the price per share provided by such Warrant.

          Payment shall be made by (check one of the following):

          _____ 1. Delivery of $________ transmitted hereby by check.

          _____ 2. Delivery of stock certificate no(s). ____________ and
surrender of ____ shares of the Company's _________ stock evidenced thereby
having a Market Price on the date hereof of $_______ (computed in accordance
with the definition of Market Price set forth in Section 4 of the Warrant) (i.e.
a "cashless" exercise).

          _____ 3. Delivery of the Company's _______ Note in the aggregate
principal amount of $_______ and surrender of $_______ in principal amount
thereof, plus accrued and unpaid interest in the amount of $________ having a
Market Price on the date hereof of $___________ (computed in accordance with the
definition of Market Price set forth in Section 4 of the Warrant) (i.e. a
"cashless" exercise).

          _____ 4. Surrender of _________ shares of Common Stock, exercisable
under Warrant No. ___ having a Market Price on the date hereof of $_________
(computed in accordance with the definition of Market Price set forth in Section
5 of the Warrant) (i.e., a net issuance exercise).

                                               Signature ____________________

                                               Address ______________________


                                     - 21 -
<PAGE>
                                                                      EXHIBIT II

                                   ASSIGNMENT

          FOR VALUE RECEIVED, _____________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant (Certificate W-CAP #1) with respect to the number of shares of the
Common Stock covered thereby set forth below, unto:

Names of Assignee              Address                       No. of Shares

                                               Signature_____________________

                                                        _____________________

                                               Witness ______________________




         THE UNDERSIGNED ASSIGNEE hereby agrees to be bound by the limitations
on further disposition of this Warrant set forth in Section 6 hereof.

                                               Signature_____________________

                                               Name _________________________


                                     - 22 -