EXHIBIT 10.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO
THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES AS DESCRIBED IN THE PURCHASE AGREEMENT.

                          COMMON STOCK PURCHASE WARRANT

                          GAMMACAN INTERNATIONAL, INC.

Warrant Shares: _____                Initial Exercise Date: February 27, 2007

            THIS COMMON STOCK PURCHASE WARRANT (the "WARRANT") certifies that,
for value received, __________ (the "HOLDER") is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date hereof (the "INITIAL EXERCISE DATE") and on or
prior to the close of business on the five year anniversary of the Initial
Exercise Date (the "TERMINATION DATE") but not thereafter, to subscribe for and
purchase from GammaCan International, Inc., a Delaware corporation (the
"COMPANY"), up to ____ shares (the "WARRANT SHARES") of common stock, par value
$0.0001 per share (the "COMMON STOCK"), of the Company. The purchase price of
one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).

      SECTION 1. DEFINITIONS. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase
Agreement, dated February 27, 2007 (the "PURCHASE AGREEMENT"), among the Company
and the purchasers signatory thereto.

      SECTION 2. EXERCISE.

              a) EXERCISE OF WARRANT. Exercise of the purchase rights
      represented by this Warrant may be made, in whole or in part, at any time
      or times on or after the Initial Exercise Date and on or before the
      Termination Date by delivery to the Company of a duly executed facsimile
      copy of the Notice of Exercise Form annexed hereto (or such

                                       1

<PAGE>

      other office or agency of the Company as it may designate by notice in
      writing to the registered Holder at the address of such Holder appearing
      on the books of the Company); and, within three Trading Days following the
      date said Notice of Exercise is delivered to the Company, the Company
      shall have received payment of the aggregate Exercise Price of the shares
      thereby purchased by wire transfer or cashier's check or official bank
      check drawn on a United States bank. Notwithstanding anything herein to
      the contrary, the Holder shall not be required to physically surrender
      this Warrant to the Company until the Holder has purchased all of the
      Warrant Shares available hereunder and the Warrant has been exercised in
      full, in which case, the Holder shall surrender this Warrant to the
      Company for cancellation within three Trading Days following the date the
      final Notice of Exercise is delivered to the Company. Partial exercises of
      this Warrant resulting in purchases of a portion of the total number of
      Warrant Shares available hereunder shall have the effect of lowering the
      outstanding number of Warrant Shares issuable upon the exercise hereof in
      an amount equal to the applicable number of Warrant Shares purchased. The
      Holder and the Company shall maintain records showing the number of
      Warrant Shares purchased and the date of such purchases. The Company shall
      deliver any objection to any Notice of Exercise Form within two Business
      Days of receipt of such notice. In the event of any dispute or
      discrepancy, the records of the Holder shall be controlling and
      determinative in the absence of manifest error. The Holder and any
      assignee, by acceptance of this Warrant, acknowledge and agree that, by
      reason of the provisions of this paragraph, following the purchase of a
      portion of the Warrant Shares hereunder, the number of Warrant Shares
      available for purchase hereunder at any given time may be less than the
      amount stated on the face hereof.

            b) EXERCISE PRICE. The exercise price per share of the Common Stock
      under this Warrant shall be $0.48, subject to adjustment hereunder (the
      "EXERCISE PRICE").

            c) CASHLESS EXERCISE. Commencing at any time after the sixteen month
      anniversary from the date of issuance of this Warrant, if at the time of
      exercise there is no effective Registration Statement registering, or no
      current prospectus available for, the resale of the Warrant Shares by the
      Holder, then this Warrant may also be exercised at such time by means of a
      "cashless exercise" in which the Holder shall be entitled to receive a
      certificate for the number of Warrant Shares equal to the quotient
      obtained by dividing [(A-B) (X)] by (A), where:

            (A) = the VWAP on the Trading Day immediately preceding the date of
                  such election;

            (B) = the Exercise Price of this Warrant, as adjusted; and

            (X) = the number of Warrant Shares issuable upon exercise of this
                  Warrant in accordance with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

            d) HOLDER'S RESTRICTIONS. The Company shall not effect any exercise
      of this Warrant, and a Holder shall not have the right to exercise any
      portion of this Warrant, pursuant to Section 2(c) or otherwise, to the
      extent that after giving effect to such

                                       2

<PAGE>

      issuance after exercise as set forth on the applicable Notice of Exercise,
      such Holder (together with such Holder's Affiliates, and any other person
      or entity acting as a group together with such Holder or any of such
      Holder's Affiliates), as set forth on the applicable Notice of Exercise,
      would beneficially own in excess of the Beneficial Ownership Limitation
      (as defined below). For purposes of the foregoing sentence, the number of
      shares of Common Stock beneficially owned by such Holder and its
      Affiliates shall include the number of shares of Common Stock issuable
      upon exercise of this Warrant with respect to which such determination is
      being made, but shall exclude the number of shares of Common Stock which
      would be issuable upon (A) exercise of the remaining, nonexercised portion
      of this Warrant beneficially owned by such Holder or any of its Affiliates
      and (B) exercise or conversion of the unexercised or nonconverted portion
      of any other securities of the Company (including, without limitation, any
      other Warrants) subject to a limitation on conversion or exercise
      analogous to the limitation contained herein beneficially owned by such
      Holder or any of its Affiliates. Except as set forth in the preceding
      sentence, for purposes of this Section 2(d), beneficial ownership shall be
      calculated in accordance with Section 13(d) of the Exchange Act and the
      rules and regulations promulgated thereunder, it being acknowledged by a
      Holder that the Company is not representing to such Holder that such
      calculation is in compliance with Section 13(d) of the Exchange Act and
      such Holder is solely responsible for any schedules required to be filed
      in accordance therewith. To the extent that the limitation contained in
      this Section 2(d) applies, the determination of whether this Warrant is
      exercisable (in relation to other securities owned by such Holder together
      with any Affiliates) and of which a portion of this Warrant is exercisable
      shall be in the sole discretion of a Holder, and the submission of a
      Notice of Exercise shall be deemed to be each Holder's determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by such Holder together with any Affiliates) and of which portion of this
      Warrant is exercisable, in each case subject to such aggregate percentage
      limitation, and the Company shall have no obligation to verify or confirm
      the accuracy of such determination. In addition, a determination as to any
      group status as contemplated above shall be determined in accordance with
      Section 13(d) of the Exchange Act and the rules and regulations
      promulgated thereunder. For purposes of this Section 2(d), in determining
      the number of outstanding shares of Common Stock, a Holder may rely on the
      number of outstanding shares of Common Stock as reflected in (x) the
      Company's most recent Form 10-QSB or Form 10-KSB, as the case may be, (y)
      a more recent public announcement by the Company or (z) any other notice
      by the Company or the Company's Transfer Agent setting forth the number of
      shares of Common Stock outstanding. Upon the written or oral request of a
      Holder, the Company shall within two Trading Days confirm orally and in
      writing to such Holder the number of shares of Common Stock then
      outstanding. In any case, the number of outstanding shares of Common Stock
      shall be determined after giving effect to the conversion or exercise of
      securities of the Company, including this Warrant, by such Holder or its
      Affiliates since the date as of which such number of outstanding shares of
      Common Stock was reported. The "BENEFICIAL OWNERSHIP LIMITATION" shall be
      4.99% of the number of shares of the Common Stock outstanding immediately
      after giving effect to the issuance of shares of Common Stock issuable
      upon exercise of this Warrant. The Beneficial Ownership Limitation
      provisions of this Section 2(d) may be waived by such Holder, at the
      election

                                       3

<PAGE>

      of such Holder, upon not less than 61 days' prior notice to the Company to
      change the Beneficial Ownership Limitation to 9.99% of the number of
      shares of the Common Stock outstanding immediately after giving effect to
      the issuance of shares of Common Stock upon exercise of this Warrant, and
      the provisions of this Section 2(d) shall continue to apply. Upon such a
      change by a Holder of the Beneficial Ownership Limitation from such 4.99%
      limitation to such 9.99% limitation, the Beneficial Ownership Limitation
      may not be further waived by such Holder. The provisions of this paragraph
      shall be construed and implemented in a manner otherwise than in strict
      conformity with the terms of this Section 2(d) to correct this paragraph
      (or any portion hereof) which may be defective or inconsistent with the
      intended Beneficial Ownership Limitation herein contained or to make
      changes or supplements necessary or desirable to properly give effect to
      such limitation. The limitations contained in this paragraph shall apply
      to a successor holder of this Warrant.

            e) MECHANICS OF EXERCISE.

                        i. AUTHORIZATION OF WARRANT SHARES. The Company
                  covenants that all Warrant Shares which may be issued upon the
                  exercise of the purchase rights represented by this Warrant
                  will, upon exercise of the purchase rights represented by this
                  Warrant, be duly authorized, validly issued, fully paid and
                  nonassessable and free from all taxes, liens and charges
                  created by the Company in respect of the issue thereof (other
                  than taxes in respect of any transfer occurring
                  contemporaneously with such issue).

                        ii. DELIVERY OF CERTIFICATES UPON EXERCISE. Certificates
                  for shares purchased hereunder shall be transmitted by the
                  transfer agent of the Company to the Holder by crediting the
                  account of the Holder's prime broker with the Depository Trust
                  Company through its Deposit Withdrawal Agent Commission
                  ("DWAC") system if the Company is a participant in such
                  system, and otherwise by physical delivery to the address
                  specified by the Holder in the Notice of Exercise within three
                  Trading Days from the latest of: (i) the date the Holder
                  delivers the Company such Notice of Exercise, (ii) the date
                  the Holder surrenders this Warrant (if required) and (iii) the
                  date of the payment of the aggregate Exercise Price as set
                  forth above ("WARRANT SHARE DELIVERY DATE"). This Warrant
                  shall be deemed to have been exercised on the date that a duly
                  executed facsimile copy of the Notice of Exercise Form annexed
                  hereto is delivered to the Company (or such other office or
                  agency of the Company as it may designate by notice in writing
                  to the registered Holder at the address of such Holder
                  appearing on the books of the Company) and the Exercise Price
                  is received by the Company. The Warrant Shares shall be deemed
                  to have been issued, and Holder or any other person so
                  designated to be named therein shall be deemed to have become
                  a holder of record of such shares for all purposes, as of the
                  date the Warrant has been exercised by payment to the Company
                  of the Exercise Price (or by cashless exercise, if permitted)
                  and all taxes required to be paid by the Holder, if any,

                                       4

<PAGE>

                  pursuant to Section 2(e)(vii) prior to the issuance of such
                  shares, have been paid. If the Company fails for any reason to
                  deliver to the Holder certificates evidencing the Warrant
                  Shares subject to a Notice of Exercise by the Warrant Share
                  Delivery Date, the Company shall pay to such Holder, in cash,
                  as liquidated damages and not as a penalty, for each $1,000 of
                  Warrant Shares subject to such exercise (based on the VWAP of
                  the Common Stock on the date of the applicable Notice of
                  Exercise), $10 per Trading Day (increasing to $20 per Trading
                  Day on the fifth Trading Day after such liquidated damages
                  begin to accrue) for each Trading Day after such Warrant Share
                  Delivery Date until such certificates are delivered.

                        iii. DELIVERY OF NEW WARRANTS UPON EXERCISE. If this
                  Warrant shall have been exercised in part, the Company shall,
                  at the request of a Holder and upon surrender of this Warrant
                  certificate, at the time of delivery of the certificate or
                  certificates representing Warrant Shares, deliver to Holder a
                  new Warrant evidencing the rights of Holder to purchase the
                  unpurchased Warrant Shares called for by this Warrant, which
                  new Warrant shall in all other respects be identical with this
                  Warrant.

                        iv. RESCISSION RIGHTS. If the Company fails to cause its
                  transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares pursuant to this
                  Section 2(e)(iv) by the Warrant Share Delivery Date, then the
                  Holder will have the right to rescind such exercise.

                        v. COMPENSATION FOR BUY-IN ON FAILURE TO TIMELY DELIVER
                  CERTIFICATES UPON EXERCISE. In addition to any other rights
                  available to the Holder, if the Company fails to cause its
                  transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares pursuant to an
                  exercise on or before the Warrant Share Delivery Date, and if
                  after such date the Holder is required by its broker to
                  purchase (in an open market transaction or otherwise) or the
                  Holder's brokerage firm otherwise purchases, shares of Common
                  Stock to deliver in satisfaction of a sale by the Holder of
                  the Warrant Shares which the Holder anticipated receiving upon
                  such exercise (a "BUY-IN"), then the Company shall (1) pay in
                  cash to the Holder the amount by which (x) the Holder's total
                  purchase price (including brokerage commissions, if any) for
                  the shares of Common Stock so purchased exceeds (y) the amount
                  obtained by multiplying (A) the number of Warrant Shares that
                  the Company was required to deliver to the Holder in
                  connection with the exercise at issue times (B) the price at
                  which the sell order giving rise to such purchase obligation
                  was executed, and (2) at the option of the Holder, either
                  reinstate the portion of the Warrant and equivalent number of
                  Warrant Shares for which such exercise was not honored or
                  deliver to the Holder the number of shares of Common Stock
                  that would have been issued had the Company timely complied
                  with its exercise and delivery obligations hereunder. For
                  example, if the

                                       5

<PAGE>

                  Holder purchases Common Stock having a total purchase price of
                  $11,000 to cover a Buy-In with respect to an attempted
                  exercise of shares of Common Stock with an aggregate sale
                  price giving rise to such purchase obligation of $10,000,
                  under clause (1) of the immediately preceding sentence the
                  Company shall be required to pay the Holder $1,000. The Holder
                  shall provide the Company written notice indicating the
                  amounts payable to the Holder in respect of the Buy-In and,
                  upon request of the Company, evidence of the amount of such
                  loss. Nothing herein shall limit a Holder's right to pursue
                  any other remedies available to it hereunder, at law or in
                  equity including, without limitation, a decree of specific
                  performance and/or injunctive relief with respect to the
                  Company's failure to timely deliver certificates representing
                  shares of Common Stock upon exercise of the Warrant as
                  required pursuant to the terms hereof.

                        vi. NO FRACTIONAL SHARES OR SCRIP. No fractional shares
                  or scrip representing fractional shares shall be issued upon
                  the exercise of this Warrant. As to any fraction of a share
                  which Holder would otherwise be entitled to purchase upon such
                  exercise, the Company shall at its election, either pay a cash
                  adjustment in respect of such final fraction in an amount
                  equal to such fraction multiplied by the Exercise Price or
                  round up to the next whole share.

                        vii. CHARGES, TAXES AND EXPENSES. Issuance of
                  certificates for Warrant Shares shall be made without charge
                  to the Holder for any issue or transfer tax or other
                  incidental expense in respect of the issuance of such
                  certificate, all of which taxes and expenses shall be paid by
                  the Company, and such certificates shall be issued in the name
                  of the Holder or in such name or names as may be directed by
                  the Holder; PROVIDED, HOWEVER, that in the event certificates
                  for Warrant Shares are to be issued in a name other than the
                  name of the Holder, this Warrant when surrendered for exercise
                  shall be accompanied by the Assignment Form attached hereto
                  duly executed by the Holder; and the Company may require, as a
                  condition thereto, the payment of a sum sufficient to
                  reimburse it for any transfer tax incidental thereto.

                        viii. CLOSING OF BOOKS. Subject to applicable, the
                  Company will not close its stockholder books or records in any
                  manner which prevents the timely exercise of this Warrant,
                  pursuant to the terms hereof.

      SECTION 3. CERTAIN ADJUSTMENTS.

            a) STOCK DIVIDENDS AND SPLITS. If the Company, at any time while
      this Warrant is outstanding: (A) pays a stock dividend or otherwise make a
      distribution or distributions on shares of its Common Stock or any other
      equity or equity equivalent securities payable in shares of Common Stock
      (which, for avoidance of doubt, shall not include any shares of Common
      Stock issued by the Company upon exercise of this Warrant), (B) subdivides
      outstanding shares of Common Stock into a larger number of

                                       6

<PAGE>

      shares, (C) combines (including by way of reverse stock split) outstanding
      shares of Common Stock into a smaller number of shares, or (D) issues by
      reclassification of shares of the Common Stock any shares of capital stock
      of the Company, then in each case the Exercise Price shall be multiplied
      by a fraction of which the numerator shall be the number of shares of
      Common Stock (excluding treasury shares, if any) outstanding immediately
      before such event and of which the denominator shall be the number of
      shares of Common Stock outstanding immediately after such event and the
      number of shares issuable upon exercise of this Warrant shall be
      proportionately adjusted. Any adjustment made pursuant to this Section
      3(a) shall become effective immediately after the record date for the
      determination of stockholders entitled to receive such dividend or
      distribution and shall become effective immediately after the effective
      date in the case of a subdivision, combination or re-classification.

            b) SUBSEQUENT EQUITY SALES. If the Company or any Subsidiary
      thereof, as applicable, at any time while this Warrant is outstanding,
      shall sell or grant any option to purchase, or sell or grant any right to
      reprice its securities, or otherwise dispose of or issue (or announce any
      offer, sale, grant or any option to purchase or other disposition) any
      Common Stock or Common Stock Equivalents entitling any Person to acquire
      shares of Common Stock, at an effective price per share less than the then
      Exercise Price (such lower price, the "BASE SHARE PRICE" and such
      issuances collectively, a "DILUTIVE ISSUANCE") (if the holder of the
      Common Stock or Common Stock Equivalents so issued shall at any time,
      whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with
      such issuance, be entitled to receive shares of Common Stock at an
      effective price per share which is less than the Exercise Price, such
      issuance shall be deemed to have occurred for less than the Exercise Price
      on such date of the Dilutive Issuance), then the Exercise Price shall be
      reduced and only reduced to equal the Base Share Price and the number of
      Warrant Shares issuable hereunder shall be increased such that the
      aggregate Exercise Price payable hereunder, after taking into account the
      decrease in the Exercise Price, shall be equal to the aggregate Exercise
      Price prior to such adjustment. Such adjustment shall be made whenever
      such Common Stock or Common Stock Equivalents are issued. Notwithstanding
      the foregoing, no adjustments shall be made, paid or issued under this
      Section 3(b) in respect of an Exempt Issuance. The Company shall notify
      the Holder in writing, no later than the Trading Day following the
      issuance of any Common Stock or Common Stock Equivalents subject to this
      Section 3(b), indicating therein the applicable issuance price, or
      applicable reset price, exchange price, conversion price and other pricing
      terms (such notice the "DILUTIVE ISSUANCE NOTICE"). For purposes of
      clarification, whether or not the Company provides a Dilutive Issuance
      Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive
      Issuance, after the date of such Dilutive Issuance the Holder is entitled
      to receive a number of Warrant Shares based upon the Base Share Price
      regardless of whether the Holder accurately refers to the Base Share Price
      in the Notice of Exercise.

            c) SUBSEQUENT RIGHTS OFFERINGS. If the Company, at any time while
      the Warrant is outstanding, shall issue rights, options or warrants to all
      holders of Common Stock (and not to Holders) entitling them to subscribe
      for or purchase shares of Common

                                       7

<PAGE>

      Stock at a price per share less than the VWAP at the record date mentioned
      below, then the Exercise Price shall be multiplied by a fraction, of which
      the denominator shall be the number of shares of the Common Stock
      outstanding on the date of issuance of such rights or warrants plus the
      number of additional shares of Common Stock offered for subscription or
      purchase, and of which the numerator shall be the number of shares of the
      Common Stock outstanding on the date of issuance of such rights or
      warrants plus the number of shares which the aggregate offering price of
      the total number of shares so offered (assuming receipt by the Company in
      full of all consideration payable upon exercise of such rights, options or
      warrants) would purchase at such VWAP. Such adjustment shall be made
      whenever such rights or warrants are issued, and shall become effective
      immediately after the record date for the determination of stockholders
      entitled to receive such rights, options or warrants.

            d) PRO RATA DISTRIBUTIONS. If the Company, at any time prior to the
      Termination Date, shall distribute to all holders of Common Stock (and not
      to Holders of the Warrants) evidences of its indebtedness or assets
      (including cash and cash dividends) or rights or warrants to subscribe for
      or purchase any security other than the Common Stock (which shall be
      subject to Section 3(b)), then in each such case the Exercise Price shall
      be adjusted by multiplying the Exercise Price in effect immediately prior
      to the record date fixed for determination of stockholders entitled to
      receive such distribution by a fraction of which the denominator shall be
      the VWAP determined as of the record date mentioned above, and of which
      the numerator shall be such VWAP on such record date less the then per
      share fair market value at such record date of the portion of such assets
      or evidence of indebtedness so distributed applicable to one outstanding
      share of the Common Stock as determined by the Board of Directors in good
      faith. In either case the adjustments shall be described in a statement
      provided to the Holder of the portion of assets or evidences of
      indebtedness so distributed or such subscription rights applicable to one
      share of Common Stock. Such adjustment shall be made whenever any such
      distribution is made and shall become effective immediately after the
      record date mentioned above.

            e) FUNDAMENTAL TRANSACTION. If, at any time while this Warrant is
      outstanding, (A) the Company effects any merger or consolidation of the
      Company with or into another Person, (B) the Company effects any sale of
      all or substantially all of its assets in one or a series of related
      transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of
      Common Stock are permitted to tender or exchange their shares for other
      securities, cash or property, or (D) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange
      pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property (each "FUNDAMENTAL
      TRANSACTION"), then, upon any subsequent exercise of this Warrant, the
      Holder shall have the right to receive, for each Warrant Share that would
      have been issuable upon such exercise immediately prior to the occurrence
      of such Fundamental Transaction, the number of shares of Common Stock of
      the successor or acquiring corporation or of the Company, if it is the
      surviving corporation, and any additional consideration (the "ALTERNATE
      CONSIDERATION") receivable as a result of such merger, consolidation or
      disposition of assets by a Holder of the number of shares of Common Stock
      for which

                                       8

<PAGE>

      this Warrant is exercisable immediately prior to such event. For purposes
      of any such exercise, the determination of the Exercise Price shall be
      appropriately adjusted to apply to such Alternate Consideration based on
      the amount of Alternate Consideration issuable in respect of one share of
      Common Stock in such Fundamental Transaction, and the Company shall
      apportion the Exercise Price among the Alternate Consideration in a
      reasonable manner reflecting the relative value of any different
      components of the Alternate Consideration. If holders of Common Stock are
      given any choice as to the securities, cash or property to be received in
      a Fundamental Transaction, then the Holder shall be given the same choice
      as to the Alternate Consideration it receives upon any exercise of this
      Warrant following such Fundamental Transaction. To the extent necessary to
      effectuate the foregoing provisions, any successor to the Company or
      surviving entity in such Fundamental Transaction shall issue to the Holder
      a new warrant consistent with the foregoing provisions and evidencing the
      Holder's right to exercise such warrant into Alternate Consideration. The
      terms of any agreement pursuant to which a Fundamental Transaction is
      effected shall include terms requiring any such successor or surviving
      entity to comply with the provisions of this Section 3(e) and insuring
      that this Warrant (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction. Notwithstanding anything to the contrary, in the event of a
      Fundamental Transaction that is (1) an all cash transaction, (2) a "Rule
      13e-3 transaction" as defined in Rule 13e-3 under the Securities Exchange
      Act of 1934, as amended, or (3) a Fundamental Transaction involving a
      person or entity not traded on a national securities exchange, the Nasdaq
      Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market,
      the Company or any successor entity shall pay at the Holder's option,
      exercisable at any time concurrently with or within 30 days after the
      consummation of the Fundamental Transaction, an amount of cash equal to
      the value of this Warrant as determined in accordance with the
      Black-Scholes option pricing formula using an expected volatility equal to
      the 100 day historical price volatility obtained from the HVT function on
      Bloomberg L.P. as of the trading day immediately prior to the public
      announcement of the Fundamental Transaction.

            f) CALCULATIONS. All calculations under this Section 3 shall be made
      to the nearest cent or the nearest 1/100th of a share, as the case may be.
      For purposes of this Section 3, the number of shares of Common Stock
      deemed to be issued and outstanding as of a given date shall be the sum of
      the number of shares of Common Stock (excluding treasury shares, if any)
      issued and outstanding.

            g) VOLUNTARY ADJUSTMENT BY COMPANY. The Company may at any time
      during the term of this Warrant reduce the then current Exercise Price to
      any amount and for any period of time deemed appropriate by the Board of
      Directors of the Company.

            h) NOTICE TO HOLDER.

                        i. ADJUSTMENT TO EXERCISE PRICE. Whenever the Exercise
                  Price is adjusted pursuant to any provision of this Section 3,
                  the Company shall promptly mail to the Holder a notice setting
                  forth the Exercise Price after such adjustment and setting
                  forth a brief statement of the facts requiring

                                       9

<PAGE>

                  such adjustment. If the Company enters into a Variable Rate
                  Transaction (as defined in the Purchase Agreement), despite
                  the prohibition thereon in the Purchase Agreement, the Company
                  shall be deemed to have issued Common Stock or Common Stock
                  Equivalents at the lowest possible conversion or exercise
                  price at which such securities may be converted or exercised.

                        ii. NOTICE TO ALLOW EXERCISE BY HOLDER. If (A) the
                  Company shall declare a dividend (or any other distribution in
                  whatever form) on the Common Stock; (B) the Company shall
                  declare a special nonrecurring cash dividend on or a
                  redemption of the Common Stock; (C) the Company shall
                  authorize the granting to all holders of the Common Stock
                  rights or warrants to subscribe for or purchase any shares of
                  capital stock of any class or of any rights; (D) the approval
                  of any stockholders of the Company shall be required in
                  connection with any reclassification of the Common Stock, any
                  consolidation or merger to which the Company is a party, any
                  sale or transfer of all or substantially all of the assets of
                  the Company, of any compulsory share exchange whereby the
                  Common Stock is converted into other securities, cash or
                  property; (E) the Company shall authorize the voluntary or
                  involuntary dissolution, liquidation or winding up of the
                  affairs of the Company; then, in each case, the Company shall
                  cause to be mailed to the Holder at its last address as it
                  shall appear upon the Warrant Register of the Company, at
                  least 20 calendar days prior to the applicable record or
                  effective date hereinafter specified, a notice stating (x) the
                  date on which a record is to be taken for the purpose of such
                  dividend, distribution, redemption, rights or warrants, or if
                  a record is not to be taken, the date as of which the holders
                  of the Common Stock of record to be entitled to such dividend,
                  distributions, redemption, rights or warrants are to be
                  determined or (y) the date on which such reclassification,
                  consolidation, merger, sale, transfer or share exchange is
                  expected to become effective or close, and the date as of
                  which it is expected that holders of the Common Stock of
                  record shall be entitled to exchange their shares of the
                  Common Stock for securities, cash or other property
                  deliverable upon such reclassification, consolidation, merger,
                  sale, transfer or share exchange; provided that the failure to
                  mail such notice or any defect therein or in the mailing
                  thereof shall not affect the validity of the corporate action
                  required to be specified in such notice. The Holder is
                  entitled to exercise this Warrant during the 20-day period
                  commencing on the date of such notice to the effective date of
                  the event triggering such notice.

      SECTION 4. TRANSFER OF WARRANT.

            a) TRANSFERABILITY. Subject to compliance with any applicable
      securities laws and the conditions set forth in Section 4(d) hereof and to
      the provisions of Section 4.1 of the Purchase Agreement, this Warrant and
      all rights hereunder (including, without limitation, any registration
      rights) are transferable, in whole or in part, upon surrender of

                                       10

<PAGE>

      this Warrant at the principal office of the Company or its designated
      agent, together with a written assignment of this Warrant substantially in
      the form attached hereto duly executed by the Holder or its agent or
      attorney and funds sufficient to pay any transfer taxes payable upon the
      making of such transfer. Upon such surrender and, if required, such
      payment, the Company shall execute and deliver a new Warrant or Warrants
      in the name of the assignee or assignees and in the denomination or
      denominations specified in such instrument of assignment, and shall issue
      to the assignor a new Warrant evidencing the portion of this Warrant not
      so assigned, and this Warrant shall promptly be cancelled.

            b) NEW WARRANTS. This Warrant may be divided or combined with other
      Warrants upon presentation hereof at the aforesaid office of the Company,
      together with a written notice specifying the names and denominations in
      which new Warrants are to be issued, signed by the Holder or its agent or
      attorney. Subject to compliance with Section 4(a), as to any transfer
      which may be involved in such division or combination, the Company shall
      execute and deliver a new Warrant or Warrants in exchange for the Warrant
      or Warrants to be divided or combined in accordance with such notice.

            c) WARRANT REGISTER. The Company shall register this Warrant, upon
      records to be maintained by the Company for that purpose (the "WARRANT
      REGISTER"), in the name of the record Holder hereof from time to time. The
      Company may deem and treat the registered Holder of this Warrant as the
      absolute owner hereof for the purpose of any exercise hereof or any
      distribution to the Holder, and for all other purposes, absent actual
      notice to the contrary.

            d) TRANSFER RESTRICTIONS. If, at the time of the surrender of this
      Warrant in connection with any transfer of this Warrant, the transfer of
      this Warrant shall not be registered pursuant to an effective registration
      statement under the Securities Act and under applicable state securities
      or blue sky laws, the Company may require, as a condition of allowing such
      transfer, that (i) the Holder or transferee of this Warrant, as the case
      may be, furnish to the Company a written opinion of counsel (which opinion
      shall be in form, substance and scope customary for opinions of counsel in
      comparable transactions) to the effect that such transfer may be made
      without registration under the Securities Act and under applicable state
      securities or blue sky laws, and (ii) the Holder or transferee execute and
      deliver to the Company an investment letter in form and substance
      acceptable to the Company, and (iii) the transferee be an "accredited
      investor" as defined in Rule 501(a) promulgated under the Securities Act
      or a "qualified institutional buyer" as defined in Rule 144A(a)
      promulgated under the Securities Act.

      SECTION 5. MISCELLANEOUS.

            a) NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. This Warrant does not
      entitle the Holder to any voting rights or other rights as a stockholder
      of the Company prior to the exercise hereof as set forth in Section
      2(e)(ii).

            b) LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company
      covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this
      Warrant or any stock certificate relating to

                                       11

<PAGE>

      the Warrant Shares, and in case of loss, theft or destruction, of
      indemnity or security reasonably satisfactory to it (which, in the case of
      the Warrant, shall not include the posting of any bond), and upon
      surrender and cancellation of such Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock
      certificate of like tenor and dated as of such cancellation, in lieu of
      such Warrant or stock certificate.

            c) SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day
      for the taking of any action or the expiration of any right required or
      granted herein shall not be a Business Day, then such action may be taken
      or such right may be exercised on the next succeeding Business Day.

            d) AUTHORIZED SHARES.

                  The Company covenants that during the period the Warrant is
            outstanding, it will reserve from its authorized and unissued Common
            Stock a sufficient number of shares to provide for the issuance of
            the Warrant Shares upon the exercise of any purchase rights under
            this Warrant. The Company further covenants that its issuance of
            this Warrant shall constitute full authority to its officers who are
            charged with the duty of executing stock certificates to execute and
            issue the necessary certificates for the Warrant Shares upon the
            exercise of the purchase rights under this Warrant. The Company will
            take all such reasonable action as may be necessary to assure that
            such Warrant Shares may be issued as provided herein without
            violation of any applicable law or regulation, or of any
            requirements of the Trading Market upon which the Common Stock may
            be listed.

                  Except and to the extent as waived or consented to by the
            Holder, the Company shall not by any action, including, without
            limitation, amending its certificate of incorporation or through any
            reorganization, transfer of assets, consolidation, merger,
            dissolution, issue or sale of securities or any other voluntary
            action, avoid or seek to avoid the observance or performance of any
            of the terms of this Warrant, but will at all times in good faith
            assist in the carrying out of all such terms and in the taking of
            all such actions as may be necessary or appropriate to protect the
            rights of Holder as set forth in this Warrant against impairment.
            Without limiting the generality of the foregoing, the Company will
            (a) not increase the par value of any Warrant Shares above the
            amount payable therefor upon such exercise immediately prior to such
            increase in par value, (b) take all such action as may be necessary
            or appropriate in order that the Company may validly and legally
            issue fully paid and nonassessable Warrant Shares upon the exercise
            of this Warrant, and (c) use commercially reasonable efforts to
            obtain all such authorizations, exemptions or consents from any
            public regulatory body having jurisdiction thereof as may be
            necessary to enable the Company to perform its obligations under
            this Warrant.

                  Before taking any action which would result in an adjustment
            in the number of Warrant Shares for which this Warrant is
            exercisable or in the Exercise

                                       12

<PAGE>

            Price, the Company shall obtain all such authorizations or
            exemptions thereof, or consents thereto, as may be necessary from
            any public regulatory body or bodies having jurisdiction thereof.

            e) JURISDICTION. All questions concerning the construction,
      validity, enforcement and interpretation of this Warrant shall be
      determined in accordance with the provisions of the Purchase Agreement.

            f) RESTRICTIONS. The Holder acknowledges that the Warrant Shares
      acquired upon the exercise of this Warrant, if not registered, will have
      restrictions upon resale imposed by state and federal securities laws.

            g) NONWAIVER AND EXPENSES. No course of dealing or any delay or
      failure to exercise any right hereunder on the part of Holder shall
      operate as a waiver of such right or otherwise prejudice Holder's rights,
      powers or remedies, notwithstanding the fact that all rights hereunder
      terminate on the Termination Date. If the Company willfully and knowingly
      fails to comply with any provision of this Warrant, which results in any
      material damages to the Holder, the Company shall pay to Holder such
      amounts as shall be sufficient to cover any costs and expenses including,
      but not limited to, reasonable attorneys' fees, including those of
      appellate proceedings, incurred by Holder in collecting any amounts due
      pursuant hereto or in otherwise enforcing any of its rights, powers or
      remedies hereunder.

            h) NOTICES. Any notice, request or other document required or
      permitted to be given or delivered to the Holder by the Company shall be
      delivered in accordance with the notice provisions of the Purchase
      Agreement.

            i) LIMITATION OF LIABILITY. No provision hereof, in the absence of
      any affirmative action by Holder to exercise this Warrant to purchase
      Warrant Shares, and no enumeration herein of the rights or privileges of
      Holder, shall give rise to any liability of Holder for the purchase price
      of any Common Stock or as a stockholder of the Company, whether such
      liability is asserted by the Company or by creditors of the Company.

            j) REMEDIES. Holder, in addition to being entitled to exercise all
      rights granted by law, including recovery of damages, will be entitled to
      specific performance of its rights under this Warrant. The Company agrees
      that monetary damages would not be adequate compensation for any loss
      incurred by reason of a breach by it of the provisions of this Warrant and
      hereby agrees to waive and not to assert the defense in any action for
      specific performance that a remedy at law would be adequate.

            k) SUCCESSORS AND ASSIGNS. Subject to applicable securities laws,
      this Warrant and the rights and obligations evidenced hereby shall inure
      to the benefit of and be binding upon the successors of the Company and
      the successors and permitted assigns of Holder. The provisions of this
      Warrant are intended to be for the benefit of all Holders from time to
      time of this Warrant and shall be enforceable by any such Holder or holder
      of Warrant Shares.

                                       13

<PAGE>

            l) AMENDMENT. This Warrant may be modified or amended or the
      provisions hereof waived with the written consent of the Company and the
      Holder.

            m) SEVERABILITY. Wherever possible, each provision of this Warrant
      shall be interpreted in such manner as to be effective and valid under
      applicable law, but if any provision of this Warrant shall be prohibited
      by or invalid under applicable law, such provision shall be ineffective to
      the extent of such prohibition or invalidity, without invalidating the
      remainder of such provisions or the remaining provisions of this Warrant.

            n) HEADINGS. The headings used in this Warrant are for the
      convenience of reference only and shall not, for any purpose, be deemed a
      part of this Warrant.

                              ********************

                                       14

<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized as of the date first above
indicated.

                                        GAMMACAN INTERNATIONAL, INC.

                                        By: ____________________________________
                                            Name:
                                            Title:

                                       15

<PAGE>

                               NOTICE OF EXERCISE

TO: GAMMACAN INTERNATIONAL, INC.

            (1) The undersigned hereby elects to purchase ________ Warrant
Shares of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

            (2) Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] [if permitted] the cancellation of such number of Warrant
                  Shares as is necessary, in accordance with the formula set
                  forth in subsection 2(c), to exercise this Warrant with
                  respect to the maximum number of Warrant Shares purchasable
                  pursuant to the cashless exercise procedure set forth in
                  subsection 2(c).

            (3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                  ________________________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

                  ________________________________________

                  ________________________________________

                  ________________________________________

            (4) ACCREDITED INVESTOR. The undersigned is an "accredited investor"
as defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ______________________________________________________
SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTING ENTITY: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: __________________________________________________________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

            FOR VALUE RECEIVED, [____] all of or [_______] shares of the
foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

__________________________________________________________________.

__________________________________________________________________

                                        Dated: ______________, _______

                  Holder's Signature: _____________________________

                  Holder's Address:   _____________________________

                                      _____________________________

Signature Guaranteed:  ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.