<PAGE>

                                                                     EXHIBIT 4.2

      THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH
SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933,
AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III)
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

      SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID
AFTER 5:00 P.M. EASTERN TIME ON MARCH 11, 2010 (the "EXPIRATION DATE").

No. B-__________

                                 ENDOCARE, INC.

                 SERIES B WARRANT TO PURCHASE _______ SHARES OF
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

      For VALUE RECEIVED, ____________________ ("Warrantholder"), is entitled to
purchase, subject to the provisions of this Warrant, from Endocare, Inc., a
Delaware corporation ("Company"), at any time not later than 5:00 P.M., Eastern
time, on the Expiration Date (as defined above), at an exercise price per share
equal to $4.00 (the exercise price in effect being herein called the "Warrant
Price"), ______ shares ("Warrant Shares") of the Company's Common Stock, par
value $0.001 per share ("Common Stock"). The number of Warrant Shares
purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time as described herein.

      Section 1. Registration. The Company shall maintain books for the transfer
and registration of the Warrant. Upon the initial issuance of this Warrant, the
Company shall issue and register the Warrant in the name of the Warrantholder.

      Section 2. Transfers. As provided herein, this Warrant may be transferred
only pursuant to a registration statement filed under the Securities Act of
1933, as amended (the "Securities Act"), or an exemption from such registration.
Subject to such restrictions, the Company shall transfer this Warrant from time
to time upon the books to be maintained by the Company for that purpose, upon
surrender thereof for transfer properly endorsed or accompanied by appropriate
instructions for transfer and such other documents as may be reasonably required
by the Company, including, if required by the Company, an opinion of its counsel
to the effect that such transfer is exempt from the registration requirements of
the Securities Act, to establish that such transfer is being made in accordance
with the terms hereof,

<PAGE>

and a new Warrant shall be issued to the transferee and the surrendered Warrant
shall be canceled by the Company.

      Section 3. Exercise of Warrant. Subject to the provisions hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time prior to
its expiration upon surrender of the Warrant, together with delivery of the duly
executed Warrant exercise form attached hereto as Appendix A (the "Exercise
Agreement") and payment by cash, certified check or wire transfer of funds (or,
in certain circumstances, by cash-less exercise as provided below) for the
aggregate Warrant Price for that number of Warrant Shares then being purchased,
to the Company during normal business hours on any business day at the Company's
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the Warrantholder). The Warrant Shares so purchased
shall be deemed to be issued to the Warrantholder or the Warrantholder's
designee, as the record owner of such shares, as of the close of business on the
date on which this Warrant shall have been surrendered (or evidence of loss,
theft or destruction thereof and security or indemnity satisfactory to the
Company), the Warrant Price shall have been paid and the completed Exercise
Agreement shall have been delivered. Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Agreement, shall be delivered to the Warrantholder within a reasonable time, not
exceeding three (3) business days, after this Warrant shall have been so
exercised. The certificates so delivered shall be in such denominations as may
be requested by the Warrantholder and shall be registered in the name of the
Warrantholder or such other name as shall be designated by the Warrantholder. If
this Warrant shall have been exercised only in part, then, unless this Warrant
has expired, the Company shall, at its expense, at the time of delivery of such
certificates, deliver to the Warrantholder a new Warrant representing the number
of shares with respect to which this Warrant shall not then have been exercised.
As used herein, "business day" means a day, other than a Saturday or Sunday, on
which banks in New York City are open for the general transaction of business.
Each exercise hereof shall constitute the re-affirmation by the Warrantholder
that the representations and warranties contained in Section 5 of the Purchase
Agreement (as defined below) are true and correct in all material respects with
respect to the Warrantholder as of the time of such exercise.

      Section 4. Compliance with the Securities Act of 1933. Except as provided
in the Purchase Agreement (as defined below), the Company may cause the legend
set forth on the first page of this Warrant to be set forth on each Warrant or
similar legend on any security issued or issuable upon exercise of this Warrant,
unless counsel for the Company is of the opinion as to any such security that
such legend is unnecessary.

      Section 5. Payment of Taxes. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the Warrantholder in respect of which such shares are
issued, and in such case, the Company shall not be required to issue or deliver
any certificate for Warrant Shares or any Warrant until the person requesting
the same has paid to the Company the amount of such tax or has established to
the Company's reasonable satisfaction that such tax

                                      -2-

<PAGE>

has been paid. The Warrantholder shall be responsible for income taxes due under
federal, state or other law, if any such tax is due.

      Section 6. Mutilated or Missing Warrants. In case this Warrant shall be
mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and
substitution of and upon cancellation of the mutilated Warrant, or in lieu of
and substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and for the purchase of a like number of Warrant Shares, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed Warrant, reasonable indemnity or bond with respect thereto, if and as
requested by the Company.

      Section 7. Reservation of Common Stock. The Company hereby represents and
warrants that there have been reserved, and the Company shall at all applicable
times keep reserved until issued (if necessary) as contemplated by this Section
7, out of the authorized and unissued shares of Common Stock, sufficient shares
to provide for the exercise of the rights of purchase represented by this
Warrant. The Company agrees that all Warrant Shares issued upon due exercise of
the Warrant shall be, at the time of delivery of the certificates for such
Warrant Shares, duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock of the Company.

      Section 8. Adjustments. Subject and pursuant to the provisions of this
Section 8, the Warrant Price and number of Warrant Shares subject to this
Warrant shall be subject to adjustment from time to time as set forth
hereinafter.

            (a) If the Company shall, at any time or from time to time while
this Warrant is outstanding, pay a dividend or make a distribution on its Common
Stock in shares of Common Stock, subdivide its outstanding shares of Common
Stock into a greater number of shares or combine its outstanding shares of
Common Stock into a smaller number of shares or issue by reclassification of its
outstanding shares of Common Stock any shares of its capital stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then the number of Warrant Shares
purchasable upon exercise of the Warrant and the Warrant Price in effect
immediately prior to the date upon which such change shall become effective,
shall be adjusted by the Company so that the Warrantholder thereafter exercising
the Warrant shall be entitled to receive the number of shares of Common Stock or
other capital stock which the Warrantholder would have received if the Warrant
had been exercised immediately prior to such event upon payment of a Warrant
Price that has been adjusted to reflect a fair allocation of the economics of
such event to the Warrantholder. Such adjustments shall be made successively
whenever any event listed above shall occur.

            (b) If any capital reorganization, reclassification of the capital
stock of the Company, consolidation or merger of the Company with another
corporation in which the Company is not the survivor, or sale, transfer or other
disposition of all or substantially all of the Company's assets to another
corporation shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition,
lawful and adequate provision shall be made whereby each Warrantholder shall
thereafter have the right to purchase and receive upon the basis and upon the
terms and conditions herein specified and in

                                      -3-

<PAGE>

lieu of the Warrant Shares immediately theretofore issuable upon exercise of the
Warrant, such shares of stock, securities or assets as would have been issuable
or payable with respect to or in exchange for a number of Warrant Shares equal
to the number of Warrant Shares immediately theretofore issuable upon exercise
of the Warrant, had such reorganization, reclassification, consolidation,
merger, sale, transfer or other disposition not taken place, and in any such
case appropriate provision shall be made with respect to the rights and
interests of each Warrantholder to the end that the provisions hereof
(including, without limitation, provision for adjustment of the Warrant Price)
shall thereafter be applicable, as nearly equivalent as may be practicable in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. The Company shall not effect any such consolidation,
merger, sale, transfer or other disposition unless prior to or simultaneously
with the consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger, or the corporation
purchasing or otherwise acquiring such assets or other appropriate corporation
or entity shall assume the obligation to deliver to the Warrantholder, at the
last address of the Warrantholder appearing on the books of the Company, such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, the Warrantholder may be entitled to purchase, and the other
obligations under this Warrant. The provisions of this paragraph (b) shall
similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers or other dispositions. Notwithstanding
the provisions of this paragraph (b), in the event that holders of Common Stock
receive only cash for their shares of Common Stock as a result of any such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition, not later than one Business Day after the effective date of such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition, the Warrantholder shall be entitled to receive in full satisfaction
of its rights under this Warrant an amount in cash (the "Spread") equal to (x)
the difference between (A) the per share cash to be received by holders of
Common Stock in connection with such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition and (B) the Warrant
Price in effect immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition,
multiplied by (y) the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition.
Upon payment in full of the Spread to the Warrantholder as provided above, this
Warrant shall expire and be of no further force and effect. In the event that
the Spread is not a positive number, no amount shall be payable to the
Warrantholder as a result of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, and this Warrant
shall expire and be of no further force and effect as of the effective date of
such reorganization, reclassification, consolidation, merger, sale, transfer or
other disposition.

            (c) In case the Company shall fix a payment date for the making of a
distribution to all holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness or assets (other than cash
dividends or cash distributions payable out of consolidated earnings or earned
surplus or dividends or distributions referred to in Section 8(a)), or
subscription rights or warrants, the Warrant Price to be in effect after such
payment date shall be determined by multiplying the Warrant Price in effect
immediately prior to such payment date by a fraction, the numerator of which
shall be the total number of shares of Common Stock

                                      -4-

<PAGE>

outstanding multiplied by the Market Price (as defined below) per share of
Common Stock immediately prior to such payment date, less the fair market value
(as determined by the Company's Board of Directors in good faith) of said assets
or evidences of indebtedness so distributed, or of such subscription rights or
warrants, and the denominator of which shall be the total number of shares of
Common Stock outstanding multiplied by such Market Price per share of Common
Stock immediately prior to such payment date. "Market Price" as of a particular
date (the "Valuation Date") shall mean the following: (a) if the Common Stock is
then listed on a national stock exchange, the closing sale price of one share of
Common Stock on such exchange on the last trading day prior to the Valuation
Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc.
("Nasdaq"), the National Association of Securities Dealers, Inc. OTC Bulletin
Board (the "Bulletin Board"), the "Pink Sheets" or such similar exchange or
association, the closing sale price of one share of Common Stock on Nasdaq, the
Bulletin Board or such other exchange or association on the last trading day
prior to the Valuation Date or, if no such closing sale price is available, the
average of the high bid and the low asked price quoted thereon on the last
trading day prior to the Valuation Date; or (c) if the Common Stock is not then
listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board, the
Pink Sheets or such other exchange or association, the fair market value of one
share of Common Stock as of the Valuation Date, shall be determined in good
faith by the Board of Directors of the Company and the Warrantholder. If the
Common Stock is not then listed on a national securities exchange, the Bulletin
Board or such other exchange or association, the Board of Directors of the
Company shall respond promptly, in writing, to an inquiry by the Warrantholder
prior to the exercise hereunder as to the fair market value of a share of Common
Stock as determined by the Board of Directors of the Company. In the event that
the Board of Directors of the Company and the Warrantholder are unable to agree
upon the fair market value in respect of subpart (c) hereof, the Company and the
Warrantholder shall jointly select an appraiser, who is experienced in such
matters. The decision of such appraiser shall be final and conclusive, and the
cost of such appraiser shall be borne equally by the Company and the
Warrantholder. Such adjustment shall be made successively whenever such a
payment date is fixed.

            (d) An adjustment to the Warrant Price shall become effective
immediately after the payment date in the case of each dividend or distribution
and immediately after the effective date of each other event which requires an
adjustment.

            (e) In the event that, as a result of an adjustment made pursuant to
this Section 8, the Warrantholder shall become entitled to receive any shares of
capital stock of the Company other than shares of Common Stock, the number of
such other shares so receivable upon exercise of this Warrant shall be subject
thereafter to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Warrant Shares
contained in this Warrant.

            (f) Except as provided in subsection (g) hereof, if and whenever the
Company shall issue or sell, or is, in accordance with any of subsections (f)(1)
through (f)(7) hereof, deemed to have issued or sold, any shares of Common Stock
for no consideration or for a consideration per share less than the Warrant
Price in effect immediately prior to the time of such issue or sale, then and in
each such case (a "Trigger Issuance") the then-existing Warrant Price,

                                      -5-

<PAGE>

shall be reduced, as of the close of business on the effective date of the
Trigger Issuance, to a price determined as follows:

             Adjusted Warrant Price = (A x B) + D
                                     ------------
                                         A+C

                        where

                        "A" equals the number of shares of Common Stock
outstanding or issuable upon conversion or exercise of outstanding convertible
securities, options, warrants or other rights (whether or not immediately
convertible or exercisable), plus Additional Shares of Common Stock (as defined
below) deemed to be issued hereunder, immediately preceding such Trigger
Issuance;

                        "B" equals the Warrant Price in effect immediately
preceding such Trigger Issuance;

                        "C" equals the number of Additional Shares of Common
Stock issued or deemed issued hereunder as a result of the Trigger Issuance; and

                        "D" equals the aggregate consideration, if any, received
or deemed to be received by the Company upon such Trigger Issuance;

provided, however, that in no event shall the Warrant Price after giving effect
to such Trigger Issuance be greater than the Warrant Price in effect prior to
such Trigger Issuance.

            For purposes of this subsection (f), "Additional Shares of Common
Stock" shall mean all shares of Common Stock issued by the Company or deemed to
be issued pursuant to this subsection (f), other than Excluded Issuances (as
defined in subsection (g) hereof).

            For purposes of this subsection (f), the following subsections
(f)(1) to (f)(7) shall also be applicable:

                  (f)(1) Issuance of Rights or Options. In case at any time the
            Company shall in any manner grant (directly and not by assumption in
            a merger or otherwise) any warrants or other rights to subscribe for
            or to purchase, or any options for the purchase of, Common Stock or
            any stock or security convertible into or exchangeable for Common
            Stock (such warrants, rights or options being called "Options" and
            such convertible or exchangeable stock or securities being called
            "Convertible Securities") whether or not such Options or the right
            to convert or exchange any such Convertible Securities are
            immediately exercisable, and the price per share for which Common
            Stock is issuable upon the exercise of such Options or upon the
            conversion or exchange of such Convertible Securities (determined by
            dividing (i) the sum (which sum shall constitute the applicable
            consideration) of (x) the total amount, if any, received or
            receivable by the Company as consideration for the granting of such
            Options, plus (y) the aggregate

                                      -6-

<PAGE>

            amount of additional consideration payable to the Company upon the
            exercise of all such Options, plus (z), in the case of such Options
            which relate to Convertible Securities, the aggregate amount of
            additional consideration, if any, payable upon the issue or sale of
            such Convertible Securities and upon the conversion or exchange
            thereof, by (ii) the total maximum number of shares of Common Stock
            issuable upon the exercise of such Options or upon the conversion or
            exchange of all such Convertible Securities issuable upon the
            exercise of such Options) shall be less than the Warrant Price in
            effect immediately prior to the time of the granting of such
            Options, then the total number of shares of Common Stock issuable
            upon the exercise of such Options or upon conversion or exchange of
            the total amount of such Convertible Securities issuable upon the
            exercise of such Options shall be deemed to have been issued for
            such price per share as of the date of granting of such Options or
            the issuance of such Convertible Securities and thereafter shall be
            deemed to be outstanding for purposes of adjusting the Warrant
            Price. Except as otherwise provided in subsection 8(f)(3), no
            adjustment of the Warrant Price shall be made upon the actual issue
            of such Common Stock or of such Convertible Securities upon exercise
            of such Options or upon the actual issue of such Common Stock upon
            conversion or exchange of such Convertible Securities.

                  (f)(2) Issuance of Convertible Securities. In case the Company
            shall in any manner issue (directly and not by assumption in a
            merger or otherwise) or sell any Convertible Securities, whether or
            not the rights to exchange or convert any such Convertible
            Securities are immediately exercisable, and the price per share for
            which Common Stock is issuable upon such conversion or exchange
            (determined by dividing (i) the sum (which sum shall constitute the
            applicable consideration) of (x) the total amount received or
            receivable by the Company as consideration for the issue or sale of
            such Convertible Securities, plus (y) the aggregate amount of
            additional consideration, if any, payable to the Company upon the
            conversion or exchange thereof, by (ii) the total number of shares
            of Common Stock issuable upon the conversion or exchange of all such
            Convertible Securities) shall be less than the Warrant Price in
            effect immediately prior to the time of such issue or sale, then the
            total maximum number of shares of Common Stock issuable upon
            conversion or exchange of all such Convertible Securities shall be
            deemed to have been issued for such price per share as of the date
            of the issue or sale of such Convertible Securities and thereafter
            shall be deemed to be outstanding for purposes of adjusting the
            Warrant Price, provided that (a) except as otherwise provided in
            subsection 8(f)(3), no adjustment of the Warrant Price shall be made
            upon the actual issuance of such Common Stock upon conversion or
            exchange of such Convertible Securities and (b) no further
            adjustment of the Warrant Price shall be made by reason of the issue
            or sale of Convertible Securities upon exercise of any Options to
            purchase any such Convertible Securities for which adjustments of
            the Warrant Price have been made pursuant to the other provisions of
            subsection 8(f).

                  (f)(3) Change in Option Price or Conversion Rate. Upon the
            happening of any of the following events, namely, if the purchase
            price provided for in any

                                      -7-

<PAGE>

            Option referred to in subsection 8(f)(1) hereof, the additional
            consideration, if any, payable upon the conversion or exchange of
            any Convertible Securities referred to in subsections 8(f)(1) or
            8(f)(2), or the rate at which Convertible Securities referred to in
            subsections 8(f)(1) or 8(f)(2) are convertible into or exchangeable
            for Common Stock shall change at any time (including, but not
            limited to, changes under or by reason of provisions designed to
            protect against dilution), the Warrant Price in effect at the time
            of such event shall forthwith be readjusted to the Warrant Price
            which would have been in effect at such time had such Options or
            Convertible Securities still outstanding provided for such changed
            purchase price, additional consideration or conversion rate, as the
            case may be, at the time initially granted, issued or sold. On the
            termination of any Option for which any adjustment was made pursuant
            to this subsection 8(f) or any right to convert or exchange
            Convertible Securities for which any adjustment was made pursuant to
            this subsection 8(f) (including without limitation upon the
            redemption or purchase for consideration of such Convertible
            Securities by the Company), the Warrant Price then in effect
            hereunder shall forthwith be changed to the Warrant Price which
            would have been in effect at the time of such termination had such
            Option or Convertible Securities, to the extent outstanding
            immediately prior to such termination, never been issued.

                  (f)(4) Stock Dividends. Subject to the provisions of this
            Section 8(f), in case the Company shall declare a dividend or make
            any other distribution upon any stock of the Company (other than the
            Common Stock) payable in Common Stock, Options or Convertible
            Securities, then any Common Stock, Options or Convertible
            Securities, as the case may be, issuable in payment of such dividend
            or distribution shall be deemed to have been issued or sold without
            consideration.

                  (f)(5) Consideration for Stock. In case any shares of Common
            Stock, Options or Convertible Securities shall be issued or sold for
            cash, the consideration received therefor shall be deemed to be the
            net amount received by the Company therefor, after deduction
            therefrom of any expenses incurred or any underwriting commissions
            or concessions paid or allowed by the Company in connection
            therewith. In case any shares of Common Stock, Options or
            Convertible Securities shall be issued or sold for a consideration
            other than cash, the amount of the consideration other than cash
            received by the Company shall be deemed to be the fair value of such
            consideration as determined in good faith by the Board of Directors
            of the Company, after deduction of any expenses incurred or any
            underwriting commissions or concessions paid or allowed by the
            Company in connection therewith. In case any Options shall be issued
            in connection with the issue and sale of other securities of the
            Company, together comprising one integral transaction in which no
            specific consideration is allocated to such Options by the parties
            thereto, such Options shall be deemed to have been issued for such
            consideration as determined in good faith by the Board of Directors
            of the Company. If Common Stock, Options or Convertible Securities
            shall be issued or sold by the Company and, in connection therewith,
            other Options or Convertible Securities (the "Additional Rights")
            are issued, then the consideration received or deemed to be received
            by the Company shall be reduced by the fair market value

                                      -8-

<PAGE>

            of the Additional Rights (as determined using the Black-Scholes
            option pricing model or another method mutually agreed to by the
            Company and the Warrantholder). The Board of Directors of the
            Company shall respond promptly, in writing, to an inquiry by the
            Warrantholder as to the fair market value of the Additional Rights.
            In the event that the Board of Directors of the Company and the
            Warrantholder are unable to agree upon the fair market value of the
            Additional Rights, the Company and the Warrantholder shall jointly
            select an appraiser, who is experienced in such matters. The
            decision of such appraiser shall be final and conclusive, and the
            cost of such appraiser shall be borne evenly by the Company and the
            Warrantholder.

                  (f)(6) Record Date. In case the Company shall take a record of
            the holders of its Common Stock for the purpose of entitling them
            (i) to receive a dividend or other distribution payable in Common
            Stock, Options or Convertible Securities or (ii) 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.

                  (f)(7) Treasury Shares. The number of shares of Common Stock
            outstanding at any given time shall not include shares owned or held
            by or for the account of the Company or any of its wholly-owned
            subsidiaries, and the disposition of any such shares (other than the
            cancellation or retirement thereof) shall be considered an issue or
            sale of Common Stock for the purpose of this subsection (f).

            (g) Anything herein to the contrary notwithstanding, the Company
shall not be required to make any adjustment of the Warrant Price in the case of
any of the following issuances (collectively, "Excluded issuances"): (A) capital
stock, Options or Convertible Securities issued to directors, officers,
employees or consultants of the Company in connection with their service as
directors of the Company, their employment by the Company or their retention as
consultants by the Company pursuant to an equity compensation program approved
by the Board of Directors of the Company or the compensation committee of the
Board of Directors of the Company; (B) shares of Common Stock issued upon the
conversion or exercise of Options or Convertible Securities issued prior to the
date hereof, provided such securities are not amended after the date hereof to
increase the number of shares of Common Stock issuable thereunder or to lower
the exercise or conversion price thereof; (C) securities issued pursuant to that
certain Purchase Agreement dated March 10, 2005, among the Company and the
Investors named therein (the "Purchase Agreement") and securities issued upon
the exercise or conversion of those securities; (D) shares of Common Stock
issued or issuable by reason of a dividend, stock split or other distribution on
shares of Common Stock (but only to the extent that such a dividend, split or
distribution results in an adjustment in the Warrant Price pursuant to the other
provisions of this Warrant); (E) shares of Common Stock issued or issuable as
consideration pursuant to a merger, consolidation or stock or asset acquisition
approved by the Company's Board of Directors; (F) shares issued, or deemed
issued, to any individual or entity with which

                                      -9-

<PAGE>

the Company has a business relationship, provided that the primary purpose for
such issuance is not to provide financing for the Company and provided further
that, at the time of each such issuance, the aggregate of such issuance and
other issuances in reliance on this subsection (F) in the preceding twelve-month
period does not exceed 3% of the then outstanding Common Stock of the Company
(assuming full conversion and exercise of all then outstanding convertible
securities, options, warrants or other rights (whether or not immediately
convertible or exercisable)); (G) shares issued, or deemed issued, pursuant to
any debt financing from a bank or other lender or any equipment leasing
arrangement approved by the Company's Board of Directors; and (H) the issuance,
or deemed issuance, of securities of the Company for any purpose and in any
amount as approved by the Majority Holders (as defined below).

            (h) Upon any adjustment to the Warrant Price pursuant to Section
8(f) above, the number of Warrant Shares purchasable hereunder shall be adjusted
by multiplying such number by a fraction, the numerator of which shall be the
Warrant Price in effect immediately prior to such adjustment and the denominator
of which shall be the Warrant Price in effect immediately thereafter.

      Section 9. Fractional Interest. The Company shall not be required to issue
fractions of Warrant Shares upon the exercise of this Warrant. If any fractional
share of Common Stock would, except for the provisions of the first sentence of
this Section 9, be deliverable upon such exercise, the Company, in lieu of
delivering such fractional share, shall pay to the exercising Warrantholder an
amount in cash equal to the Market Price of such fractional share of Common
Stock on the date of exercise.

      Section 10. Extension of Expiration Date. If the Company fails to cause
any Registration Statement covering Registrable Securities (unless otherwise
defined herein, capitalized terms are as defined in the Registration Rights
Agreement relating to the Warrant Shares (the "Registration Rights Agreement"))
to be declared effective prior to the applicable dates set forth therein, or if
any of the events specified in Section 2(c)(ii) of the Registration Rights
Agreement occurs, and the Blackout Period (whether alone, or in combination with
any other Blackout Period) continues for more than 60 days in any 12 month
period, or for more than a total of 90 days, then the Expiration Date of this
Warrant shall be extended one day for each day beyond the 60-day or 90-day
limits, as the case may be, that the Blackout Period continues.

      Section 11. Benefits. Nothing in this Warrant shall be construed to give
any person, firm or corporation (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant
shall be for the sole and exclusive benefit of the Company and the
Warrantholder.

      Section 12. Notices to Warrantholder. Upon the happening of any event
requiring an adjustment of the Warrant Price, the Company shall promptly give
written notice thereof to the Warrantholder at the address appearing in the
records of the Company, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Failure to give such notice to the Warrantholder or any
defect therein shall not affect the legality or validity of the subject
adjustment.

                                      -10-

<PAGE>

      Section 13. Identity of Transfer Agent. The Transfer Agent for the Common
Stock is U.S. Stock Transfer Corporation. Upon the appointment of any subsequent
transfer agent for the Common Stock or other shares of the Company's capital
stock issuable upon the exercise of the rights of purchase represented by the
Warrant, the Company will mail to the Warrantholder a statement setting forth
the name and address of such transfer agent.

      Section 14. Notices. Unless otherwise provided, any notice required or
permitted under this Warrant shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery,
then such notice shall be deemed given upon such delivery, (ii) if given by
telex or facsimile, then such notice shall be deemed given upon receipt of
confirmation of complete transmittal, (iii) if given by mail, then such notice
shall be deemed given upon the earlier of (A) receipt of such notice by the
recipient or (B) three days after such notice is deposited in first class mail,
postage prepaid, and (iv) if given by an internationally recognized overnight
air courier, then such notice shall be deemed given one business day after
delivery to such carrier. All notices shall be addressed as follows: if to the
Warrantholder, at its address as set forth in the Company's books and records
and, if to the Company, at the address as follows, or at such other address as
the Warrantholder or the Company may designate by ten days' advance written
notice to the other:

                  If to the Company:

                        Endocare, Inc.
                        201 Technology Drive
                        Irvine, CA 92618
                        Attention: Chief Executive Officer
                        Fax: (949) 450-5300

                  With a copy to:

                        Morrison & Foerster LLP
                        3811 Valley Centre Drive, Suite 500
                        San Diego, CA 92130
                        Attention: Steven G. Rowles, Esq.
                        Fax: (858) 720-5125

      Section 15. Registration Rights. The initial Warrantholder is entitled to
the benefit of certain registration rights with respect to the shares of Common
Stock issuable upon the exercise of this Warrant as provided in the Registration
Rights Agreement, and any subsequent Warrantholder may be entitled to such
rights.

      Section 16. Successors. All the covenants and provisions hereof by or for
the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.

                                      -11-

<PAGE>

      Section 17. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of New York, without reference to the choice of law
provisions thereof. The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Warrant
and the transactions contemplated hereby. Service of process in connection with
any such suit, action or proceeding may be served on each party hereto anywhere
in the world by the same methods as are specified for the giving of notices
under this Warrant. The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably consents to the jurisdiction of any such court
in any such suit, action or proceeding and to the laying of venue in such court.
The Company and, by accepting this Warrant, the Warrantholder, each irrevocably
waives any objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE
WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.

      Section 18. Call Provision. Notwithstanding any other provision contained
herein to the contrary, in the event that the closing bid price of a share of
Common Stock as traded on the Pink Sheets (or such other exchange or stock
market on which the Common Stock may then be listed or quoted) equals or exceeds
$7.50 (appropriately adjusted for any stock split, reverse stock split, stock
dividend or other reclassification or combination of the Common Stock occurring
after the date hereof) for twenty (20) consecutive trading days commencing on
any date after the Registration Statement (as defined in the Registration Rights
Agreement) has been declared effective, the Company, upon thirty (30) days prior
written notice (the "Notice Period") given to the Warrantholder within one
business day immediately following the end of such twenty (20) trading day
period, may call this Warrant, in whole but not in part, at a redemption price
equal to $0.01 per share of Common Stock then purchasable pursuant to this
Warrant; provided that (i) the Company simultaneously calls all Company Warrants
(as defined below) then outstanding on the same terms and (ii) all of the shares
of Common Stock issuable hereunder either (A) are registered pursuant to an
effective Registration Statement (as defined in the Registration Rights
Agreement) which has not been suspended and for which no stop order is in
effect, and pursuant to which the Warrantholder is able to sell such shares of
Common Stock at all times during the Notice Period or (B) no longer constitute
Registrable Securities (as defined in the Registration Rights Agreement).
Notwithstanding any such notice by the Company, the Warrantholder shall have the
right to exercise this Warrant prior to the end of the Notice Period. Upon the
end of the Notice Period and the payment by the Company of such redemption
price, any and all rights to exercise this Warrant (with respect to all or any
portion of the Warrant Shares) shall be extinguished and of no legal force or
effect whatsoever.

      Section 19. Cashless Exercise. Notwithstanding any other provision
contained herein to the contrary, from and after the first anniversary of the
Closing Date (as defined in the

                                      -12-

<PAGE>

Purchase Agreement) and so long as the Company is required under the
Registration Rights Agreement to have effected the registration of the Warrant
Shares for sale to the public pursuant to a Registration Statement (as such term
is defined in the Registration Rights Agreement), if the Warrant Shares may not
be freely sold to the public for any reason (including, but not limited to, the
failure of the Company to have effected the registration of the Warrant Shares
or to have a current prospectus available for delivery or otherwise, but
excluding the period of any Allowed Delay (as defined in the Registration Rights
Agreement), the Warrantholder may elect to receive, without the payment by the
Warrantholder of the aggregate Warrant Price in respect of the shares of Common
Stock to be acquired, shares of Common Stock equal to the value of this Warrant
or any portion hereof by the surrender of this Warrant (or such portion of this
Warrant being so exercised) together with the Net Issue Election Notice annexed
hereto as Appendix B duly executed, at the office of the Company. Thereupon, the
Company shall issue to the Warrantholder such number of fully paid, validly
issued and nonassessable shares of Common Stock as is computed using the
following formula:

                                  X = Y (A - B)
                                      ---------
                                          A

where

                  X = the number of shares of Common Stock which the
Warrantholder has then requested be issued to the Warrantholder;

                  Y = the total number of shares of Common Stock covered by this
Warrant which the Warrantholder has surrendered at such time for cash-less
exercise (including both shares to be issued to the Warrantholder and shares to
be canceled as payment therefor);

                  A = the "Market Price" of one share of Common Stock as at the
time the net issue election is made; and

                  B = the Warrant Price in effect under this Warrant at the time
the net issue election is made.

      Section 20. Limitations on Exercise. Notwithstanding anything to the
contrary contained herein, the number of Warrant Shares that may be acquired by
the Warrantholder upon any exercise of this Warrant (or otherwise in respect
hereof) shall be limited to the extent necessary to insure that, following such
exercise (or other issuance), the total number of shares of Common Stock then
beneficially owned by such Warrantholder and its Affiliates and any other
Persons whose beneficial ownership of Common Stock would be aggregated with the
Warrantholder's for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), does not exceed 9.999% of the total
number of issued and outstanding shares of Common Stock (including for such
purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
This provision shall not restrict the number of shares of Common Stock which a
Holder may receive or beneficially own in order to determine the amount of
securities or other

                                      -13-

<PAGE>

consideration that such Holder may receive in the event of a transaction
contemplated by Section 8 of this Warrant. The provisions of this Section 20 may
not be waived.

      Section 21. No Rights as Stockholder. Prior to the exercise of this
Warrant, the Warrantholder shall not have or exercise any rights as a
stockholder of the Company by virtue of its ownership of this Warrant.

      Section 22. Amendment; Waiver. This Warrant is one of a series of Warrants
of like tenor issued by the Company pursuant to the Purchase Agreement and
initially covering an aggregate of 1,972,382 shares of Common Stock
(collectively, the "Company Warrants"). Any term of this Warrant may be amended
or waived (including the adjustment provisions included in Section 8 of this
Warrant) upon the written consent of the Company and the holders of Company
Warrants representing at least 50% of the number of shares of Common Stock then
subject to all outstanding Company Warrants (the "Majority Holders"); provided,
that (x) any such amendment or waiver must apply to all Company Warrants; and
(y) the number of Warrant Shares subject to this Warrant, the Warrant Price and
the Expiration Date may not be amended, and the right to exercise this Warrant
may not be altered or waived, without the written consent of the Warrantholder.

      Section 23. Section Headings. The section headings in this Warrant are for
the convenience of the Company and the Warrantholder and in no way alter,
modify, amend, limit or restrict the provisions hereof.

                                      -14-

<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the 11th day of March, 2005.

                                          ENDOCARE, INC.

                                          By:___________________________
                                          Name:
                                          Title:

                                      -15-

<PAGE>

                                   APPENDIX A
                                 ENDOCARE, INC.
                              WARRANT EXERCISE FORM

To Endocare, Inc.:

      The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant ("Warrant") for, and to purchase
thereunder by the payment of the Warrant Price and surrender of the Warrant,
_______________ shares of Common Stock ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:

                    _____________________________________________
                    Name

                    _____________________________________________
                    Address

                    _____________________________________________

                    _____________________________________________
                    Federal Tax ID or Social Security No.

      and delivered by (certified mail to the above address, or
                       (electronically                (provide              DWAC
Instructions:___________________), or
                        (other                                        (specify):
__________________________________________).

and, if the number of Warrant Shares shall not be all the Warrant Shares
purchasable upon exercise of the Warrant, that a new Warrant for the balance of
the Warrant Shares purchasable upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.

Dated: ___________________, ____

Note: The signature must correspond with
      Signature:______________________________
the name of the Warrantholder as written
on the first page of the Warrant in every         ______________________________
particular, without alteration or enlargement     Name (please print)
or any change whatever, unless the Warrant
has been assigned.                                ______________________________

                                                  ______________________________
                                                  Address
                                                  ______________________________
                                                  Federal Identification or
                                                  Social Security No.

                                                  Assignee:
                                                  ______________________________
                                                  ______________________________
                                                  ______________________________

                                       16

<PAGE>

                                   APPENDIX B
                                 ENDOCARE, INC.
                            NET ISSUE ELECTION NOTICE

To: Endocare, Inc.

Date:[_________________________]

      The undersigned hereby elects under Section 19 of this Warrant to
surrender the right to purchase [____________] shares of Common Stock pursuant
to this Warrant and hereby requests the issuance of [_____________] shares of
Common Stock. The certificate(s) for the shares issuable upon such net issue
election shall be issued in the name of the undersigned or as otherwise
indicated below.

_________________________________________
Signature

_________________________________________
Name for Registration

_________________________________________
Mailing Address

                                       17