EXHIBIT 4.u


         THE  SECURITY  REPRESENTED  HEREBY  HAS NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES LAWS. THIS
SECURITY  MAY  NOT  BE  SOLD,  ASSIGNED  OR  TRANSFERRED  WITHOUT  AN  EFFECTIVE
REGISTRATION  STATEMENT FOR SUCH SECURITY  UNDER THE  SECURITIES ACT OF 1933, AS
AMENDED,  OR APPLICABLE STATE  SECURITIES LAWS,  UNLESS THE COMPANY HAS RECEIVED
THE  WRITTEN  OPINION OF COUNSEL  SATISFACTORY  TO THE  COMPANY  THAT SUCH SALE,
ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING  REGISTRATION OF
SUCH SECURITY UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE STATE
SECURITIES LAWS.


WARRANT NO. : W-CS-7                                 RIGHT TO PURCHASE 500,000
                                                     SHARES OF COMMON STOCK OF
APRIL 29, 1997                                       DYNAGEN, INC.

VOID UNLESS EXERCISED BEFORE THE EXPIRATION DATE (AS DEFINED BELOW)


                                  DYNAGEN, INC.

                          COMMON STOCK PURCHASE WARRANT


         DYNAGEN, INC., a Delaware corporation (the "COMPANY"), hereby certifies
that, in  consideration  of the services being  performed by Kali  Laboratories,
Inc.  ("KALI")  pursuant to the  Product  Development  Agreement  dated the date
hereof  (the  "DEVELOPMENT  AGREEMENT"),  Kali is  entitled,  subject  to and in
accordance  with the  terms set  forth  below,  to  purchase  from the  Company,
commencing  on the date  hereof,  at any time or from  time to time  before  the
Expiration Date, 500,000 fully paid and  non-assessable  shares of Common Stock,
$.01 par value,  of the Company,  at an exercise  price per share equal to $.05.
Such exercise  price per share as adjusted from time to time as herein  provided
is referred to herein as the "EXERCISE PRICE".  The number and character of such
shares of Common  Stock and the  Exercise  Price are  subject to  adjustment  as
provided  herein.  THIS WARRANT IS EXERCISABLE IN  INSTALLMENTS,  SUBJECT TO THE
SATISFACTION OF CERTAIN CONDITIONS AS SET FORTH IN SECTION 1.3 BELOW. NO PORTION
OF THIS WARRANT MAY BE EXERCISED UNLESS SUCH CONDITIONS HAVE BEEN SATISFIED WITH
RESPECT TO THE CONDITIONS REGARDING EXERCISABILITY.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a)  The  term  "COMPANY"  shall  include  DynaGen,  Inc.,  a  Delaware
corporation,  and any corporation  which shall succeed or assume the obligations
of the Company hereunder.

         (b) The term "COMMON  STOCK"  includes (a) the Company's  Common Stock,
$.01 par value per share,  as  authorized,  (b) any other  capital  stock of any
class or classes  (however



                                      -2-


designated)  of the Company,  authorized  on or after such date,  the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating  dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the  holders of which shall  ordinarily,  in the  absence of  contingencies,  be
entitled  to vote for the  election of a majority  of  directors  of the Company
(even though the right so to vote has been  suspended by the happening of such a
contingency),  (c) any  other  securities  into  which or for  which  any of the
securities  described in (a) or (b) may be converted or exchanged  pursuant to a
plan of recapitalization,  reorganization,  merger, sale of assets or otherwise,
or the conversion of promissory notes or other obligations of the Company.

         (c) The term "OTHER  SECURITIES" refers to any stock (other than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of this  Warrant at any time shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Sections 3 or 4 or otherwise.

         (d) The term  "EXPIRATION  DATE" shall mean the earlier to occur of (i)
the termination of the Development  Agreement at a time where (a) no shares have
become  exercisable  pursuant  to Section  1.3 below or (b) any shares that have
become  exercisable  have been  exercised  by the holder of this Warrant or (ii)
5:00 p.m.,  Eastern Daylight Savings Time, on April 29, 2010. By way of example,
to the extent the  Development  Agreement is terminated  prior to April 29, 2010
and shares  have  become  exercisable  pursuant  to  Section  1.3 (but not fully
exercised at the time of  termination),  the "Expiration  Date" shall mean April
29, 2010.  Furthermore,  to the extent the  Development  Agreement is terminated
prior to April 29,  2010 and no  shares  have  become  exercisable  pursuant  to
Section 1.3, or any shares that have become  exercisable  have been exercised in
full,  then in  either  case,  the  "Expiration  Date"  shall  mean the date the
Development Agreement is terminated.

         (e) The term "ANDA" means Abbreviated New Drug Application and the term
"FDA" means the United States Food and Drug Administration.

         1.       EXERCISE OF WARRANT.

                  1.1. FULL  EXERCISE.  This Warrant may be exercised in full by
the holder hereof by surrender of this Warrant, with the form of subscription at
the end hereof duly  executed by such  holder,  to the Company at its  principal
office,  accompanied by payment,  in cash or by certified or official bank check
payable to the order of the Company,  in the amount  obtained by multiplying the
number of shares of Common Stock for which this Warrant is then  exercisable  by
the Exercise Price then in effect.

                  1.2. PARTIAL  EXERCISE.  This Warrant may be exercised in part
by surrender of this Warrant in the manner and at the place  provided in Section
1.1 except that the amount payable by the holder on such partial  exercise shall
be the amount  obtained by multiplying  (a) the number of shares of Common Stock
designated  by the  holder  in the  subscription  at the end  hereof  by (b) the




                                      -3-


Exercise Price then in effect.  On any such partial  exercise the Company at its
expense  will  forthwith  issue and  deliver  to or upon the order of the holder
hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof
or as such holder (upon payment by such holder of any applicable transfer taxes)
may  request,  calling in the  aggregate  on the face or faces  thereof  for the
number of shares of Common Stock for which such Warrant or Warrants may still be
exercised.

                  1.3.  CONDITIONS  REGARDING  EXERCISABILITY.  This  Warrant is
exercisable  only upon the satisfaction of certain  conditions,  and unless such
conditions  are  satisfied,  only that  portion  of this  Warrant  for which the
conditions  have been  previously  satisfied  may be exercised at any time.  The
Warrant will vest and become  exercisable  in the  following  installments  upon
occurrence of the following  milestones in connection with Kali's performance of
its obligations pursuant to the Development Agreement:

<TABLE>
<CAPTION>
                                                                           Number of shares to become
Milestone                                                                    vested and exercisable
---------                                                                    ----------------------
<S>                                                                                  <C>
FDA approval of ANDA for Labetalol tablet, or tentative                              64,516
FDA approval pending patent expiration

FDA approval of ANDA for Promethazine suppository, or                                64,516
tentative FDA approval pending patent expiration

FDA approval of ANDA for Enalapril tablet, or tentative                              96,774
FDA approval pending patent expiration

FDA approval of ANDA for Fluoxetine capsule, or tentative                            96,774
FDA approval pending patent expiration

FDA approval of ANDA for Buspirone tablet, or tentative                              96,774
FDA approval pending patent expiration

FDA approval of ANDA for Omeprazole capsule, or tentative                            80,646
FDA approval pending patent expiration
</TABLE>


                  1.4.  CASHLESS  EXERCISE  FEATURE -- RIGHT TO CONVERT  WARRANT
INTO COMMON  STOCK.  (a) In addition to and without  limiting  the rights of the
Warrantholder under the terms of this Warrant,  the Warrantholder shall have the
right (the  "CONVERSION  RIGHT") to convert this Warrant or any portion  thereof
into shares of Common Stock as provided in this Section at any



                                      -4-


time or from time to time prior to its expiration,  subject to the  restrictions
set forth in paragraph (c) hereof.  In lieu of exercising this warrant for cash,
the holder may elect to  surrender  this warrant for  conversion  and to receive
shares of Common Stock equal to the value of this Warrant (or the portion  being
cancelled,  surrendered  and  converted)  by  surrender  of this  Warrant to the
Company  together  with notice of such  election.  Upon such event,  the Company
shall  issue to the  holder a number  of shares of the  Company's  Common  Stock
computed by using the following formula:

                             X EQUALS Y (A MINUS B)
                                     --------------
                                           A

Where:     X = The number of shares of Common Stock to be issued to the holder;
           Y = The  number  of shares of Common  Stock  purchasable  under  this
           Warrant;
           A = The "Fair Market Value" of one share of the Common Stock; and
           B = The Exercise Price of the Warrant (as adjusted to the date of the
           calculation).

         Upon  exercise of the  Conversion  Right with  respect to a  particular
number of shares  subject to this  Warrant,  the  Company  shall  deliver to the
Warrantholder, without payment by the Warrantholder of any exercise price or any
cash or other consideration,  that number of shares of Common Stock equal to the
number  computed  using  the above  formula.  Notwithstanding  anything  in this
Section to the contrary,  the Conversion  Right cannot be exercised with respect
to a number  of  Converted  Warrant  Shares  having  a value  below  $1,000.  No
fractional  shares shall be issuable upon exercise of the Conversion  Right, and
if the number of shares to be issued in accordance with the foregoing formula is
other than a whole  number,  the Company  shall round down to the nearest  whole
number the total number of shares to be issued.

         (b) The Conversion  Right may be exercised by the  Warrantholder by the
surrender of this Warrant at the principal office of the Company together with a
written statement specifying that the Warrantholder  thereby intends to exercise
the  Conversion  Right and  indicating  the number of shares of Common  Stock or
authorized  Common Stock subject to this Warrant which are being  surrendered in
exercise of the  Conversion  Right.  Such  conversion  shall be  effective  upon
receipt by the  Company of this  Warrant  together  with the  aforesaid  written
statement,  or on such  later  date as is  specified  therein  (the  "CONVERSION
DATE"), but not later than the Expiration Date.

         (c) For purposes of this Section, the "FAIR MARKET VALUE" of a share of
Common Stock or authorized Common Stock as of the Conversion Date shall mean:

                  (i) if the  Company's  Common  Stock  is  then  traded  on any
nationally-recognized  stock exchange or quoted on the Nasdaq National Market or
SmallCap Market,  the average of the closing sale prices for the 20 trading days
preceding the Conversion Date, as reported by such exchange or system;

                  (ii) if the  Company's  Common  Stock  is then  traded  on the
over-the-counter market, the average of the closing bid and closing asked prices
for the 30 trading days preceding the  Conversion  Date, as reported in The Wall
Street Journal or by any market maker; or



                                      -5-


                  (iii)  if  quotations  for  the  Company's   Common  Stock  or
authorized  Common  Stock is not readily  available  as set forth in (i) or (ii)
above, then as determined in good faith by the Company's Board of Directors upon
a review of all relevant factors,  including,  without limitation,  the price at
which  shares of the  Company's  Common Stock or  authorized  Common Stock could
reasonably be expected to be sold in an arms-length transaction, for cash, other
than on an  installment  basis,  to a person not employed by,  controlled by, in
control of or under common control with the Company,  which determination by the
Board of Directors shall give due consideration to recent transactions involving
shares of the Common Stock or  authorized  Common  Stock,  if any,  revenues and
earnings of the Company to the date of such  determination  (if any),  projected
revenues and earnings of the Company, the effect of the transfer restrictions to
which the shares are subject  under law, the absence of a public  market for the
Common Stock or authorized  Common Stock, and such other matters as the Board of
Directors deems pertinent. Such determination by the Board of Directors shall be
conclusive and binding.

         2. DELIVERY OF STOCK  CERTIFICATES ON EXERCISE.  As soon as practicable
after the exercise of this  Warrant in full or in part,  and in any event within
thirty (30) days thereafter,  the Company at its expense  (including the payment
by it of any applicable  issue taxes) will cause to be issued in the name of and
delivered to the holder  hereof,  or as such holder (upon payment by such holder
of any applicable  transfer taxes) may direct, a certificate or certificates for
the number of fully  paid and  non-assessable  shares of Common  Stock (or Other
Securities)  to which such holder shall be entitled on such  exercise,  plus, in
lieu of any fractional  share to which such holder would  otherwise be entitled,
cash equal to such fraction  multiplied by the then current  market value of one
full share.

         3.       ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION OR MERGER.

                  3.1.  REORGANIZATION,  CONSOLIDATION OR MERGER. In case at any
time or from time to time,  the Company shall (a) effect a  reorganization,  (b)
consolidate  with or merge into any other person or entity,  or (c) transfer all
or  substantially  all of its capital  stock,  properties or assets to any other
person  under  any plan or  arrangement  contemplating  the  dissolution  of the
Company,  then, in each such case,  the holder of this Warrant,  on the exercise
hereof as  provided  in  Section 1 at any time  after the  consummation  of such
reorganization,   consolidation   or  merger  or  the  effective  date  of  such
dissolution,  as the case may be,  shall  receive,  upon the proper and rightful
exercise  of this  Warrant,  in lieu of the Common  Stock (or Other  Securities)
issuable on such exercise prior to such consummation or such effective date, the
stock and other  securities and property  (including  cash) to which such holder
would have been  entitled  upon such  consummation  or in  connection  with such
dissolution,  as the case may be, if such holder had so exercised  this Warrant,
immediately  prior  thereto,  all subject to further  adjustment  thereafter  as
provided in Sections 4 and 5.

                  3.2.  CONTINUATION OF TERMS. Upon any corporate event referred
to in this Section 3, this Warrant  shall  continue in full force and effect and
the terms hereof shall be applicable to the shares of stock and Other Securities
and property  receivable on the exercise of this Warrant after the  consummation
of such  reorganization,  consolidation or merger, as the case may be, and shall
be binding upon the issuer of any such stock or other securities.




                                      -6-



         4. ADJUSTMENTS FOR STOCK DIVIDENDS AND STOCK SPLITS.  In the event that
the Company shall (i) issue additional  shares of the Common Stock as a dividend
or  other   distribution  on  outstanding   Common  Stock,  (ii)  subdivide  its
outstanding  shares of Common Stock, or (iii) combine its outstanding  shares of
the Common Stock into a smaller  number of shares of the Common Stock,  then, in
each such event, the Exercise Price shall,  simultaneously with the happening of
such event, be adjusted by multiplying  the then prevailing  Exercise Price by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately prior to such event (calculated assuming the conversion
or exchange of all outstanding shares of convertible or exchangeable  securities
of the Company which are convertible or exchangeable  into, or exercisable  for,
shares of Common  Stock)  and the  denominator  of which  shall be the number of
shares of Common  Stock  outstanding  immediately  after such event  (calculated
assuming the conversion or exchange of all outstanding  shares of convertible or
exchangeable  securities of the Company which are  convertible  or  exchangeable
into, or exercisable  for, shares of Common Stock),  and the product so obtained
shall thereafter be the Exercise Price then in effect. The Exercise Price, as so
adjusted,  shall be  readjusted  in the same  manner upon the  happening  of any
successive  event or events  described  herein in this  Section 4. The holder of
this Warrant shall thereafter,  on the exercise hereof as provided in Section 1,
be  entitled  to receive  that number of shares of Common  Stock  determined  by
multiplying  the number of shares of Common Stock which would otherwise (but for
the provisions of this Section 4) be issuable on such exercise, by a fraction of
which (i) the numerator is the Exercise Price which would otherwise (but for the
provisions  of this  Section 4) be in effect,  and (ii) the  denominator  is the
Exercise Price in effect on the date of such exercise.

         5.   ADJUSTMENT   FOR   DIVIDENDS   IN  OTHER   STOCK,   PROPERTY   AND
RECLASSIFICATIONS.  In case at any time or from  time to time,  the  holders  of
Common  Stock (or Other  Securities)  shall have  received,  or (on or after the
record date fixed for the  determination  of  stockholders  eligible to receive)
shall have become entitled to receive, without payment therefor,

         (a) other or additional  stock or other  securities or property  (other
than cash) by way of dividend, or

         (b)  other  or  additional   stock  or  other  securities  or  property
(including   cash)   by   way   of   spin-off,    split-up,    reclassification,
recapitalization, combination of shares or similar corporate rearrangement,

other than additional shares of Common Stock (or Other  Securities)  issued as a
stock dividend or in a stock-split (adjustments in respect of which, in the case
of Common Stock,  are provided for in Section 4), then and in each such case the
holder of this Warrant,  on the exercise  hereof as provided in Section 1, shall
be  entitled  to  receive  the  amount  of other or  additional  stock and other
securities and property  (including cash in the cases referred to in subdivision
(b) of this Section 5) which such holder would hold on the date of such exercise
if on the  date of  distribution  of such  other  or  additional  stock or other
securities  and  property,  or on the  record  date  fixed for  determining  the
shareholders  entitled  to  receive  such  other  or  additional  stock or other
securities and property, such holder had been the holder of record of the number
of  shares  of  Common  Stock  called  for on the



                                      -7-


face of this Warrant and had thereafter, during the period from the date thereof
to and  including the date of such  exercise,  retained such shares and all such
other or additional stock and other  securities and property  (including cash in
the cases referred to in  subdivision  (b) of this Section 5) receivable by such
holder as aforesaid during such period,  giving effect to all adjustments called
for during such period by Sections 3 and 4.

         6.       NOTICES OF RECORD DATE.  In the event of

         (a) any taking by the  Company of a record of the  holders of any class
or  securities  for the  purpose of  determining  the  holders  thereof  who are
entitled  to  receive  any  dividend  or  other  distribution,  or any  right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

         (b) any capital  reorganization of the Company, any reclassification or
recapitalization  of the capital  stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other person, or

         (c) any voluntary or involuntary dissolution, liquidation or winding-up
of the Company,

then and in each such event the  Company  will mail or cause to be mailed to the
holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the  purpose of such  dividend,  distribution  or right,  and
stating the amount and character of such dividend,  distribution  or right,  and
(ii)   the   date  on   which   any   such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up is to take place,  and the time,  if any is to be fixed,  as of which
the holders of record of Common Stock (or Other Securities) shall be entitled to
exchange  their shares of Common Stock (or Other  Securities)  for securities or
other   property   deliverable   on   such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such notice  shall be mailed at least twenty (20) days prior to the
date specified in such notice on which any such action is to be taken.

         7.  RESERVATION OF STOCK  ISSUABLE ON EXERCISE OF WARRANT.  The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the  exercise of the  Warrant,  all shares of Common  Stock from time to time
issuable on the  exercise of the  Warrant;  the shares of Common Stock which the
holder of this Warrant  shall  receive upon exercise of the Warrant will be duly
authorized, validly issued, fully paid and non-assessable.

         8.  EXCHANGE OF WARRANT.  On surrender  for  exchange of this  Warrant,
properly  endorsed,  to the  Company,  the Company at its expense will issue and
deliver to or on the order of the holder  thereof a new  Warrant or  Warrants of
like  tenor,  in the name of such  holder or as such  holder (on payment by such
holder of any applicable transfer taxes) may direct, calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant or Warrants so surrendered.



                                      -8-



         9.   REPLACEMENT  OF  WARRANT.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of such Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         10.  WARRANTHOLDER  NOT DEEMED  STOCKHOLDER;  RESTRICTIONS ON TRANSFER.
This Warrant is issued upon the following  terms, to all of which each holder or
owner hereof by the taking hereof consents and agrees:

         (a) No holder of this Warrant  shall,  as such, be deemed the holder of
      Common  Stock  that  may at any time be  issuable  upon  exercise  of this
      Warrant for any purpose whatsoever, nor shall anything contained herein be
      construed  to confer  upon such  holder,  as such,  any of the rights of a
      stockholder of the Company until such holder shall have  delivered  formal
      notice to the Company of an intention to exercise this  Warrant,  tendered
      promptly  the  consideration   required  for  exercise  (whether  cash  or
      securities), exercised the Warrant, and been issued shares of Common Stock
      in accordance with the provisions hereof.

         (b)  Neither  this  Warrant  nor any shares of Common  Stock  purchased
      pursuant to this Warrant shall be registered  under the  Securities Act of
      1933, as amended (the  "SECURITIES  ACT") and applicable  state securities
      laws.  Therefore,  the Company may require, as a condition of allowing the
      transfer or exchange of this  Warrant or such  shares,  that the holder or
      transferee of this Warrant or such shares,  as the case may be, furnish to
      the Company an opinion of counsel  acceptable to the Company to the effect
      that such transfer or exchange may be made without  registration under the
      Securities  Act and applicable  state  securities  laws. The  certificates
      evidencing  the  shares of Common  Stock  issued  on the  exercise  of the
      Warrant  shall bear a legend to the effect  that the shares  evidenced  by
      such  certificates  have not been registered  under the Securities Act and
      applicable state securities laws.

         (c) This Warrant is not transferable or assignable to any party without
      the prior written consent of the Company, and accompanied by an opinion of
      counsel  satisfactory  to the Company  that such  transfer is  permissible
      under applicable law.

         11. NOTICES.  All notices and other  communications from the Company to
the holder of this  Warrant  shall be mailed by (i) first  class  mail,  postage
prepaid,  (ii) electronic  facsimile  transmission,  or (iii) express  overnight
courier  service,  at such address as may have been  furnished to the Company in
writing by such  holder or,  until any such holder  furnishes  to the Company an
address, then to, and at the address of, the last holder of this Warrant who has
so furnished an address to the Company.

         12.  MISCELLANEOUS.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant and the shares of Common Stock  underlying this Warrant
shall be construed and enforced in  accordance



                                      -9-


with and  governed  by the laws of the  State of  Delaware.  The  invalidity  or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability of any other provision.

Dated: April 29, 1997                                DYNAGEN, INC.

ATTEST:

By:    Dennis Bilodeau                               By:     Indu A. Muni
       ----------------------                                ------------------
Title: Controller                                    Title:  President
       ----------------------                                ------------------






                              FORM OF SUBSCRIPTION
                   (TO BE SIGNED ONLY ON EXERCISE OF WARRANT)


TO DynaGen, Inc.

         The undersigned,  the holder of the within Warrant,  hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder, ........ shares
of Common Stock of DynaGen,  Inc., a Delaware  corporation,  and herewith  makes
payment of $........  therefor,  and  requests  that the  certificates  for such
shares be issued in the name of, and delivered to ..............,  whose address
is ................................

Dated:
                                      (Signature must conform to name of holder 
                                      as specified on the face of the Warrant)


                                    (Address)

                              --------------------

                               FORM OF ASSIGNMENT
                   (TO BE SIGNED ONLY ON TRANSFER OF WARRANT)


         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers unto .................. the right represented by the within Warrant to
purchase  .............  shares of Common  Stock of  DynaGen,  Inc.,  a Delaware
corporation,    to   which   the   within   Warrant   relates,    and   appoints
 ..........................  Attorney  to  transfer  such  right on the  books of
DynaGen,  Inc., a Delaware  corporation,  with full power of substitution in the
premises.


Dated:
                                      (Signature must conform to name of holder 
                                      as specified on the face of the Warrant)


                                                            (Address)

Signed in the presence of: