Exhibit 4.1 - Form of Warrant issued to the Investors in the 2007 placement


     

    Exhibit
      4.1

    

      


      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.

      


      THIS
        WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON FEBRUARY 29,
        2012 (THE “EXPIRATION DATE”).

      


      No.
        __________

      


      
CAPRIUS,
        INC.

    

    


    WARRANT
      TO PURCHASE _______ SHARES OF

    COMMON
      STOCK, PAR VALUE $0.01 PER SHARE

    


    For
      VALUE
      RECEIVED, ____________________ (“Warrantholder”), is entitled to purchase,
      subject to the provisions of this Warrant, from Caprius, 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
      $0.50 (the exercise price in effect being herein called the “Warrant Price”),
      ______1 
      shares
      (“Warrant Shares”) of the Company’s Common Stock, par value $0.01 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. This Warrant is being issued pursuant to the Purchase
      Agreement, dated as of February 27, 2007 (the “Purchase Agreement”), among the
      Company and the initial holders of the Company Warrants (as defined below).
      Capitalized terms used herein have the respective meanings ascribed thereto
      in
      the Purchase Agreement unless otherwise defined 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 hereof 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 

     

    _________________________

      1
        50%
        coverage on an as-converted basis.

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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,
      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 a duly executed Warrant exercise form, in the form
      attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash,
      certified check, wire transfer of funds (or, as provided below, by
      cashless exercise) of
      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 the date evidence
      of
      loss, theft or destruction thereof and security or indemnity satisfactory to
      the
      Company has been provided 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 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, as specified in the Exercise Agreement.
      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 right
      to purchase 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 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, the Company may cause the legend set
      forth on the first page of this Warrant to be set forth on each Warrant, and
      a
      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 

    


    
      
         

        
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    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 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 surrender and 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 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 (i) the Warrant Price in effect
      immediately prior to the date on which such change shall become effective shall
      be adjusted by multiplying such Warrant Price by a fraction, the numerator
      of
      which shall be the number of shares of Common Stock outstanding immediately
      prior to such change and the denominator of which shall be the number of shares
      of Common Stock outstanding immediately after giving effect to such change
      and
      (ii) the number of Warrant Shares purchasable upon exercise of this Warrant
      shall be adjusted by multiplying the number of Warrant Shares purchasable upon
      exercise of this Warrant immediately prior to the date on which such change
      shall become effective by a fraction, the numerator of which is shall be the
      Warrant Price in effect immediately prior to the date on which such change
      shall
      become effective and the denominator of which shall be the Warrant Price in
      effect immediately after giving effect to such change, calculated in accordance
      with clause (i)

    


    
      
        
          
          

        

        
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    above.
      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 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.

    


    (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 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 

     

    
      
        
          
          

        

        
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    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”) or such similar quotation system or association,
      the closing sale price of one share of Common Stock on Nasdaq, the Bulletin
      Board or such other quotation system 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
      or
      such other quotation system or association, the fair market value of one share
      of Common Stock as of the Valuation Date, as 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, Nasdaq, the Bulletin Board
      or
      such other quotation system 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) of this paragraph, 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)(l) through (f)(7) hereof,
      deemed to have issued or sold, any Additional 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, 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

     

    
      
        
          
          

        

        
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      where

       

    

    “A”
      equals the number of shares of Common Stock outstanding, including 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)(l) 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 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 


    
      
        
          
          

        

        
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    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 Option
      referred to in subsection 8(f)(l) hereof, the additional consideration, if
      any,
      payable upon the conversion or exchange of any Convertible Securities referred
      to in subsections 8(f)(l) or 8(f)(2), or the rate at which Convertible
      Securities 

    


    
      
        
          
          

        

        
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    referred
      to in subsections 8(f)(l) 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 or pay 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 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 

    


    
      
        
          
          

        

        
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    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 the issuance of
(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
      the
      Purchase Agreement and securities issued upon the exercise or conversion of
      those securities, and (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) (collectively, “Excluded Issuances”).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (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.

    


    (i) To
      the
      extent permitted by applicable law and the listing requirements of any stock
      market or exchange on which the Common Stock is then listed, the Company
      from

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    time
      to
      time may decrease the Warrant Price by any amount for any period of time if
      the
      period is at least twenty (20) days, the decrease is irrevocable during the
      period and the Board shall have made a determination that such decrease would
      be
      in the best interests of the Company, which determination shall be conclusive.
      Whenever the Warrant Price is decreased pursuant to the preceding sentence,
      the
      Company shall provide written notice thereof to the Warrantholder at least
      five
      (5) days prior to the date the decreased Warrant Price takes effect, and such
      notice shall state the decreased Warrant Price and the period during which
      it
      will be in effect.

    


    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. [Reserved]

    


    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.

    


    Section
      13. Identity
      of Transfer Agent.
      The
      Transfer Agent for the Common Stock is American Stock Transfer & Trust
      Company. 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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    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:

    


    Caprius,
      Inc.

    One
      University Plaza

    Hackensack,
      NJ 07601

    Attention:
      Dwight Morgan, President

    Fax:
      (201) 342-0991

    


    With
      a
      copy to:

    


    Thelen
      Reid Brown Raysman & Steiner LLP

    875
      Third
      Avenue

    New
      York,
      NY 10022

    Attention:
      Bruce A. Rich, Esq.

    Fax:
      (212) 603-2001

    


    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. 

    


    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,

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    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. Cashless
      Exercise.
      Notwithstanding any other provision contained herein to the contrary, 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 of equal value to the value of this Warrant,
      or
      any specified portion hereof, by the surrender of this Warrant (or such portion
      of this Warrant being so exercised) together with a Net Issue Election Notice,
      in the form annexed hereto as Appendix B, duly executed, to 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 to which the Warrantholder is entitled upon
      such cashless exercise;

    


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

    


    A
      = the
      “Market Price” of one share of Common Stock as at the date 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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      19. 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
      20. 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 up
      to
      3,125,000 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 66% of
      the
      number of shares of Common Stock then subject to all outstanding Company
      Warrants (the “Majority Holders”); provided,
      that
      (x) anysuch
      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
      21. 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

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as
      of
      the 1st day of March, 2007.

    


    CAPRIUS,
      INC.

    


    


    


    By:___________________________

    Name:
      Jonathan Joels

    Title:
      Chief Financial Officer

     

    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

          
          

        

      

    

    



    APPENDIX
      A

    CAPRIUS,
      INC.

    WARRANT
      EXERCISE FORM

    


    To
      Caprius, 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.

     

    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    
      


      Assignee:
        

       

    

    _______________________________

    _______________________________

    _______________________________

     

    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    APPENDIX
      B

    CAPRIUS,
      INC.

    NET
      ISSUE
      ELECTION NOTICE

    


    


    To:
      Caprius, Inc.

    


    Date:[_________________________]

    


    


    The
      undersigned hereby elects under Section
      18
      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

    


    
      
        
        

      

      
        18