<PAGE>

                                                                     Exhibit 4.8

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
--------------------------------------------------------------------------------

Warrant No. WA-1                                      Number of Shares:  ((##))
Date of Issuance: ((Date))                            (subject to adjustment)

                                 Deltagen, Inc.

                    Series A Preferred Stock Purchase Warrant

     Deltagen, Inc., a Delaware corporation (the "Company"), for value received,
hereby certifies that Woodside Technology Center, LLC, a Delaware limited
liability company, or its assigns (the "Registered Holder"), is entitled,
subject to the terms set forth below, to purchase from the Company, at any time
after the date hereof and on or before the Expiration Date (as defined in
Section 7 below), up to ((to be determined per Option Agreement)) shares of
[Series A Preferred Stock] OR [Common Stock] of the Company ("Preferred Stock"),
at a purchase price of $((ExercisePrice)) per share. The shares purchasable upon
exercise of this Warrant and the purchase price per share, as adjusted from time
to time pursuant to the provisions of this Warrant, are hereinafter referred to
as the "Warrant Stock" and the "Purchase Price," respectively.

     1. Exercise.

        (a) Manner of Exercise. This Warrant may be exercised by the Registered
Holder, in whole or in part, by surrendering this Warrant, with the
purchase/exercise form appended hereto as Exhibit A duly executed by such
Registered Holder or by such Registered Holder's duly authorized attorney, at
the principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full of the Purchase Price
payable in respect of the number of shares of Warrant Stock purchased upon such
exercise. The Purchase Price may be paid by cash, check, wire transfer or by the
surrender of promissory notes or other instruments representing indebtedness of
the Company to the Registered Holder. Notwithstanding anything to the contrary
contained herein, unless the Registered Holder otherwise notifies the Company,
this Warrant shall be deemed to be automatically exercised using the Net Issue
Exercise provisions pursuant to Section 1(c) hereof immediately prior to the
Expiration Date at which this Warrant ceases to be exercisable (provided the per
share Purchase Price exceeds the then per share fair market value of the Warrant
Stock).

        (b) Effective Time of Exercise. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
day on which this Warrant shall have been surrendered to the Company as provided
in Section 1(a) above. At such time, the person or persons in whose name or
names any certificates for Warrant Stock shall be

<PAGE>

issuable upon such exercise as provided in Section 1(d) below shall be deemed to
have become the holder or holders of record of the Warrant Stock represented by
such certificates.

        (c) Net Issue Exercise.

            (i)  In lieu of exercising this Warrant in the manner provided above
in Section 1(a), the Registered Holder may elect to receive shares equal to the
value of this Warrant (or the portion thereof being canceled) by surrender of
this Warrant at the principal office of the Company together with notice of such
election on the purchase/exercise form appended hereto as Exhibit A duly
executed by such Registered Holder or such Registered Holder's duly authorized
attorney, in which event the Company shall issue to such Registered Holder a
number of shares of Warrant Stock computed using the following formula:

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

Where   X = The number of shares of Warrant Stock to be issued to the Registered
            Holder.

        Y = The number of shares of Warrant Stock purchasable under this Warrant
            (at the date of such calculation).

        A = The fair market value of one share of Warrant Stock (at the date of
            such calculation).

        B = The Purchase Price (as adjusted to the date of such calculation).

            (ii) For purposes of this Section 1(c), the fair market value of
Warrant Stock on the date of calculation shall mean with respect to each share
of Warrant Stock:

                 (A) if the Company's Common Stock is traded on a securities
exchange or The Nasdaq National Market, SmallCap Market, BBX or actively traded
over the counter:

                     (1) if the Company's Common Stock is traded on a securities
exchange or The Nasdaq National Market, Small Cap Market or BBX, the fair market
value shall be deemed to be the product of (x) the average of the closing prices
over a 30 trading day period ending three days before the date of calculation
and (y) the number of shares of Common Stock into which each share of Warrant
Stock is convertible on such date; or

                     (2) if the Company's Common Stock is actively traded over
the counter, the fair market value shall be deemed to be the product of (x) the
average of the closing bid or sales price (whichever is applicable) over the 30
trading day period ending three days before the date of calculation and (y) the
number of shares of Common Stock into which each share of Warrant Stock is
convertible on such date; or

                                       -2-

<PAGE>

                 (B) if (A) is not applicable, the fair market value of Warrant
Stock shall be at the highest price per share which the Company could obtain on
the date of calculation from a willing buyer (not a current employee or
director) for shares of Warrant Stock sold by the Company, from authorized but
unissued shares, as determined in good faith by the Board of Directors, unless
the Company is at such time subject to an acquisition as described in Section
7(b) below, in which case the fair market value of Warrant Stock shall be deemed
to be the value received by the holders of such stock pursuant to such
acquisition.

        (d) Delivery to Registered Holder. As soon as practicable after the
exercise of this Warrant in whole or in part, and in any event within ten (10)
days thereafter, the Company at its expense will cause to be issued in the name
of, and delivered to, the Registered Holder, or as such Registered Holder (upon
payment by such Registered Holder of any applicable transfer taxes) may direct:

            (i)  a certificate or certificates for the number of shares of
Warrant Stock to which such Registered Holder shall be entitled, and

            (ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate on the
face or faces thereof for the number of shares of Warrant Stock equal (without
giving effect to any adjustment therein) to the number of such shares called for
on the face of this Warrant minus the number of such shares purchased by the
Registered Holder upon such exercise as provided in Section 1(a) or 1(c) above.

     2. Adjustments.

        (a) Redemption or Conversion of Preferred Stock. If all of the Preferred
Stock is redeemed or converted into shares of Common Stock, then this Warrant
shall automatically become exercisable for that number of shares of Common Stock
equal to the number of shares of Common Stock that would have been received if
this Warrant had been exercised in full and the shares of Preferred Stock
received thereupon had been simultaneously converted into shares of Common Stock
immediately prior to such event, and the Exercise Price shall be automatically
adjusted to equal the number obtained by dividing (i) the aggregate Purchase
Price of the shares of Preferred Stock for which this Warrant was exercisable
immediately prior to such redemption or conversion, by (ii) the number of shares
of Common Stock for which this Warrant is exercisable immediately after such
redemption or conversion.

        (b) Stock Splits and Dividends. If outstanding shares of the Company's
Preferred Stock shall be subdivided into a greater number of shares or a
dividend in Preferred Stock shall be paid in respect of Preferred Stock, the
Purchase Price in effect immediately prior to such subdivision or at the record
date of such dividend shall simultaneously with the effectiveness of such
subdivision or immediately after the record date of such dividend be
proportionately reduced. If outstanding shares of Preferred Stock shall be
combined into a smaller number of shares, the Purchase Price in effect
immediately prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased. When any
adjustment is required to be made in the Purchase Price, the number of shares of
Warrant Stock purchasable upon the exercise of this Warrant shall be changed to
the number

                                      -3-

<PAGE>

determined by dividing (i) an amount equal to the number of shares issuable upon
the exercise of this Warrant immediately prior to such adjustment, multiplied by
the Purchase Price in effect immediately prior to such adjustment, by (ii) the
Purchase Price in effect immediately after such adjustment.

        (c) Reclassification, Etc. In case there occurs any reclassification or
change of the outstanding securities of the Company or of any reorganization of
the Company (or any other corporation the stock or securities of which are at
the time receivable upon the exercise of this Warrant) or any similar corporate
reorganization on or after the date hereof, then and in each such case the
Registered Holder, upon the exercise hereof at any time after the consummation
of such reclassification, change, or reorganization shall be entitled to
receive, in lieu of the stock or other securities and property receivable upon
the exercise hereof prior to such consummation, the stock or other securities or
property to which such Registered Holder would have been entitled upon such
consummation if such Registered Holder had exercised this Warrant immediately
prior thereto, all subject to further adjustment pursuant to the provisions of
this Section 2.

        (d) Mergers or Consolidations. If at any time after the date hereof
there shall be a capital reorganization (other than a combination or subdivision
of Warrant Stock otherwise provided for herein) (a "Reorganization"), or a
merger or consolidation of the Company with another corporation (other than a
merger with another corporation in which the Company is the continuing
corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant or a merger
effected exclusively for the purpose of changing the domicile of the Company) (a
"Merger"), then, as a part of such Reorganization or Merger, lawful provision
shall be made so that the Registered Holder shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified in this
Warrant and upon payment of the Purchase Price, that number of shares of stock
or other securities or property of the Company or the successor corporation
resulting from such Reorganization or Merger to which a holder of the Warrant
Stock deliverable upon exercise of this Warrant would have been entitled under
the provisions of the agreement relating such Reorganization or Merger if this
Warrant had been exercised immediately prior to such Reorganization or Merger.
In any such case, appropriate adjustment (as determined in good faith by the
Company's Board of Directors) shall be made in the application of the provisions
of this Warrant with respect to the rights and interests of the Registered
Holder after the Reorganization or Merger to the end that the provisions of this
Warrant (including adjustment of the Purchase Price then in effect and the
number of shares of Warrant Stock) shall be applicable after that event, as near
as reasonably may be, in relation to any shares or other property deliverable
after that event upon exercise of this Warrant.

        (e) Adjustment Certificate. When any adjustment is required to be made
in the Warrant Stock or the Purchase Price pursuant to this Section 2, the
Company shall promptly mail to the Registered Holder a certificate setting forth
(i) a brief statement of the facts requiring such adjustment, (ii) the Purchase
Price after such adjustment and (iii) the kind and amount of stock or other
securities or property into which this Warrant shall be exercisable after such
adjustment.

                                      -4-

<PAGE>

        (f) Acknowledgement. In order to avoid doubt, it is acknowledged that
the holder of this Warrant shall be entitled to the benefit of all adjustments
in the number of shares of Common Stock of the Company issuable upon conversion
of the Preferred Stock of the Company which occur prior to the exercise of this
Warrant, including without limitation, any increase in the number of shares of
Common Stock issuable upon conversion as a result of a dilutive issuance of
capital stock.

     3. Transfers.

        (a) Unregistered Security. Each holder of this Warrant acknowledges that
this Warrant, the Warrant Stock and the Common Stock of the Company have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant, any Warrant Stock issued upon its exercise or
any Common Stock issued upon conversion of the Warrant Stock in the absence of
(i) an effective registration statement under the Securities Act as to this
Warrant, such Warrant Stock or such Common Stock and registration or
qualification of this Warrant, such Warrant Stock or such Common Stock under any
applicable U.S. federal or state securities law then in effect, or (ii) an
opinion of counsel, satisfactory to the Company, that such registration and
qualification are not required. Each certificate or other instrument for Warrant
Stock issued upon the exercise of this Warrant shall bear a legend substantially
to the foregoing effect. The Company hereby acknowledges that upon issuance of
this Warrant, the Registered Holder is simultaneously receiving registration
rights related to the Warrant Shares pursuant to the _____________ Agreement
dated __________, 2003 (the "Registration Rights Agreement").

        (b) Transferability. This Warrant is not transferable without the
Company's prior written consent; provided, however, such consent shall not be
required in connection with the transfer by any Registered Holder (or any of its
assigns that acquire rights to the Warrant Shares) (but only with all related
obligations) without consideration to one or more Qualifying Holders (as such
term is defined below), provided that (i) written notice (in the form of Exhibit
B attached hereto) is provided to the Company at any time prior to any such
transfer, (ii) each transferee is an "accredited investor" as defined in Rule
501(a) of Regulation D promulgated under the Securities Act and (iii) each
transferee agrees in writing to be bound by all of the provisions of this
Warrant. For purposes of this Section 3(b), the term "Qualifying Holder" shall
mean, with respect to any Registered Holder, (i) any shareholder, partner,
limited partner or member thereof, (ii) any corporation, partnership or limited
liability company controlling, controlled by, or under common control with, such
Holder or any partner or member thereof, or (iii) any other direct transferee
from such Registered Holder of all of the Warrant Shares held by such Registered
Holder or issuable upon exercise of the Warrant then held by such Registered
Holder.

        (c) Warrant Register. The Company will maintain a register containing
the names and addresses of the Registered Holders of this Warrant. Until any
transfer of this Warrant is made in the warrant register, the Company may treat
the Registered Holder of this Warrant as the absolute owner hereof for all
purposes; provided, however, that if this Warrant is properly assigned in blank,
the Company may (but shall not be required to) treat the bearer hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary. Any

                                      -5-

<PAGE>

Registered Holder may change such Registered Holder's address as shown on the
warrant register by written notice to the Company requesting such change.

     4. No Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will (subject to Section 15 below) at
all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of this Warrant against impairment.

     5. Representations and Warranties of the Registered Holder. The Registered
Holder hereby represents and warrants to the Company that:

        (a) Authorization. The Registered Holder has full power and authority to
enter into this Warrant. The Warrant, when executed and delivered by the
Registered Holder, will constitute a valid and legally binding obligation of the
Registered Holder, enforceable in accordance with its terms, except as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and any other laws of general application affecting enforcement of
creditors' rights generally, and as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.

        (b) Purchase Entirely for Own Account. This Warrant is issued to the
Registered Holder in reliance upon the Registered Holder's representation to the
Company, which by the Registered Holder's acceptance of this Warrant, the
Registered Holder hereby confirms, that the Warrant to be acquired by the
Registered Holder, the Warrant Stock and the Common Stock to be issued upon the
conversion of the Warrant Stock (collectively, the "Securities") will be
acquired for investment for the Registered Holder's own account, not as a
nominee or agent, and not with a view to the resale or distribution of any part
thereof, and that the Registered Holder has no present intention of selling,
granting any participation in, or otherwise distributing the same. By accepting
this Warrant, the Registered Holder further represents that the Registered
Holder does not presently have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Securities. The
Registered Holder has not been formed for the specific purpose of acquiring the
Securities.

        (c) Disclosure of Information. The Registered Holder has had an
opportunity to discuss the Company's business, management, financial affairs and
the terms and conditions of the offering of the Securities with the Company's
management and has had an opportunity to review the Company's facilities. The
Registered Holder understands that such discussions, as well as any written
information delivered by the Company to the Registered Holder, were intended to
describe the aspects of the Company's business which it believes to be material.

                                      -6-

<PAGE>

        (d) Restricted Securities. The Registered Holder understands that this
Warrant has not been registered under the Securities Act, by reason of a
specific exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of the Registered Holder's representations as expressed herein.
The Common Stock underlying the Warrant Shares, however, will be registered by
the Company pursuant to the terms of the Registration Rights Agreement. The
Registered Holder understands that until registered, the Securities are
"restricted securities" under applicable U.S. federal and state securities laws
and that, pursuant to these laws, the Registered Holder must hold the Securities
until they are registered with the Securities and Exchange Commission and
qualified by state authorities, or an exemption from such registration and
qualification requirements is available. The Registered Holder further
acknowledges that if an exemption from registration or qualification is
available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Securities,
and on requirements relating to the Company which are outside of the Registered
Holder's control, and which the Company is under no obligation and may not be
able to satisfy.

        (e) Public Market. The Registered Holder understands that although a
public market now exists for the Company's Common Stock, that the Company has
made no assurances that a public market will continue to exist for the Common
Stock.

        (f) Accredited or Sophisticated Investor. The Registered Holder is an
accredited investor as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.

     6. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Registered Holder that:

        (a) This Warrant has been duly authorized, executed and delivered by the
Company. All corporate action on the part of the Company and its stockholders,
directors and officers necessary for the authorization, execution and delivery
of this Warrant, the performance of all the Company's obligations hereunder and
for the authorization, issuance or reservation for issuance, sale and delivery
of the Warrant and shares issuable upon exercise of the Warrant (and shares
issuable upon conversion of such shares) has been taken. This Warrant
constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to (i) laws of general
application relating to bankruptcy, insolvency and the relief of debtors, (ii)
rules of law governing specific performance, injunctive relief and other
equitable remedies, and (iii) the limitations imposed by applicable federal or
state securities laws on indemnification provisions.

        (b) The execution, delivery and performance of this Warrant and sale of
the shares issuable upon exercise of the Warrant (and shares issuable upon
conversion of such shares) will not conflict with, or result in a breach or
violation of (i) any of the terms and provisions of the charter, as restated as
contemplated hereby, or bylaws of the Company or any of its subsidiaries, (ii)
any statute, rule, regulation or order of any governmental agency or body, any
court, domestic or foreign, or any self-regulatory organization having
jurisdiction over the

                                      -7-

<PAGE>

Company or any subsidiary of the Company or any of their respective properties,
or (iii) any of the terms and provisions of, or constitute a default (with or
without notice or lapse of time) under, or give to any third party a right of
termination, amendment, acceleration or cancellation (with or without notice or
lapse of time) of, any agreement or instrument to which the Company or any such
subsidiary is a party or by which the Company or any such subsidiary is bound or
to which any of the properties of the Company or any such subsidiary is subject
(except where such breaches, violations or defaults individually or in the
aggregate would not have a material adverse effect on the Company and its
subsidiaries taken as a whole). The Company has full power and authority to
authorize, issue and sell the Warrant and shares issuable upon exercise of the
Warrant as contemplated by this Warrant.

        (c) All registration statements, proxy statements and other statements,
reports, schedules, forms and other documents filed by the Company with the SEC
since August 3, 2000, including copies of all the exhibits referenced therein
(the "SEC Documents") are publicly available for review. All statements,
reports, schedules, forms and other documents required to have been filed by the
Company with the SEC since August 3, 2000 have been so timely filed. As of their
respective dates (or, if amended or superseded by a filing prior to the date of
this Agreement, then on the date of such amendment or superseding filing): (i)
each of the SEC Documents complied in all material respects with the applicable
requirements of the Securities Act or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as the case may be, and the rules and regulations
thereunder; and (ii) none of the SEC Documents contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

     7. Termination. This Warrant (and the right to purchase securities upon
exercise hereof) shall terminate on the 10th anniversary of the date of issuance
of this Warrant (the "Expiration Date").

     8. Notices of Certain Transactions. In case:

        (a) the Company shall take a record of the holders of its Preferred
Stock (or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution, or to receive any right to subscribe for or
purchase any shares of stock of any class or any other securities, or to receive
any other right, or

        (b) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company, or

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

                                      -8-

<PAGE>

         (d) of any redemption of the Preferred Stock or mandatory conversion of
the Preferred Stock into Common Stock of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a 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, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation,
winding-up, redemption or conversion is to take place, and the time, if any is
to be fixed, as of which the holders of record of Preferred Stock (or such other
stock or securities at the time deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation,
winding-up, redemption or conversion) are to be determined. Such notice shall be
mailed at least ten (10) days prior to the record date or effective date for the
event specified in such notice.

     9.  Reservation of Stock. The Company will at all times reserve and keep
available, solely for the issuance and delivery upon the exercise of this
Warrant, such shares of Warrant Stock and other stock, securities and property,
as from time to time shall be issuable upon the exercise of this Warrant and
conversion of the Warrant Stock.

     10. Exchange of Warrants. Upon the surrender by the Registered Holder of
any Warrant or Warrants, properly endorsed, to the Company at the principal
office of the Company, the Company will, subject to the provisions of Section 3
hereof, issue and deliver to or upon the order of such Registered Holder, at the
Company's expense, a new Warrant or Warrants of like tenor, in the name of such
Registered Holder or as such Registered Holder (upon payment by such Registered
Holder of any applicable transfer taxes) may direct, calling in the aggregate on
the face or faces thereof for the number of shares of Preferred Stock called for
on the face or faces of the Warrant or Warrants so surrendered.

     11. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

     12. No Rights as Stockholder. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

     13. No Fractional Shares. No fractional shares of Preferred Stock will be
issued in connection with any exercise hereunder. In lieu of any fractional
shares which would otherwise be issuable, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Preferred Stock on the date of exercise, as determined in good faith by the
Company's Board of Directors.

                                      -9-

<PAGE>

     14. Amendment or Waiver. Any term of this Warrant may be amended or waived
only by an instrument in writing signed by the party against which enforcement
of the amendment or waiver is sought.

     15. Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

     16. Governing Law. This Warrant shall be governed, construed and
interpreted in accordance with the laws of the State of California, without
giving effect to principles of conflicts of law.

     17. Survival of Representations. Unless otherwise set forth in this
Warrant, the warranties, representations and covenants of the Company and the
Registered Holder contained in or made pursuant to this Warrant shall survive
the execution and delivery of this Warrant.

     18. Transfer; Successors and Assigns. The terms and conditions of this
Warrant shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Warrant, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Warrant, except as expressly provided in
this Warrant.

     19. Counterparts. This Warrant may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one instrument.

     20. Attorney's Fees. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of any of this
Warrant, the prevailing party shall be entitled to reasonable attorney's fees,
costs and necessary disbursements in addition to any other relief to which such
party may be entitled.

     21. Severability. If one or more provisions of this Warrant are held to be
unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Warrant, (b) the balance of this Warrant
shall be interpreted as if such provision were so excluded and (c) the balance
of this Warrant shall be enforceable in accordance with its terms.

     22. Delays or Omissions. No delay or omission to exercise any right, power
or remedy accruing to any party under this Warrant, upon any breach or default
of any other party under this Warrant, shall impair any such right, power or
remedy of such non-breaching or non-defaulting party nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of
or in any similar breach or default thereafter occurring; nor shall any waiver
of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the part of any party of any breach or
default under this Warrant, or any waiver on the part of any party of any
provisions or conditions of this Warrant, must be in writing and shall

                                      -10-

<PAGE>

be effective only to the extent specifically set forth in such writing. All
remedies, either under this Warrant or by law or otherwise afforded to any
party, shall be cumulative and not alternative.

     23. Notices. Any notice required or permitted by this Warrant shall be in
writing and shall be deemed sufficient upon delivery, when delivered personally
or by overnight courier or sent by fax, or 48 hours after being deposited in the
U.S. mail, as certified or registered mail, with postage prepaid, addressed to
the party to be notified at such party's address as set forth on the signature
page, or as subsequently modified by written notice.

     24. Entire Agreement. This Warrant, and the documents referred to herein
constitute the entire agreement between the parties hereto pertaining to the
subject matter hereof, and any and all other written or oral agreements relating
to the subject matter hereof existing between the parties hereto are expressly
canceled.

     25. Further Assurances. Each party agrees (a) to furnish upon request to
each other party such further information, (b) to execute and deliver to each
other party such other documents, and (c) to do such other acts and things, all
as another party may reasonably request for the purpose of carrying out the
intent of this Warrant and the Registration Rights Agreement and the
transactions contemplated hereby and thereby.

                                          DELTAGEN, INC.


                                          By:___________________________________
                                          Name:
                                          Title:

Accepted and Agreed:

REGISTERED HOLDER:

         WOODSIDE TECHNOLOGY CENTER, LLC,
         a Delaware limited liability company

         By:  National Office Partners Limited Partnership,
              a Delaware limited partnership,
              its sole member

              By: Hines National Office Partners Limited Partnership,
                  a Texas limited partnership,
                  its general partner

                  By: Hines Fund Management, L.L.C.,
                      a Delaware limited liability company,
                      its general partner

                                      -11-

<PAGE>

                               By: Hines Interests Limited Partnership,
                                   a Delaware limited partnership,
                                   its sole member

                                   By: Hines Holdings, Inc.,
                                       a Texas corporation,
                                       its general partner

By:    ________________________
Name:  ________________________
Title: ________________________

                                      -12-

<PAGE>

                                    EXHIBIT A

                             PURCHASE/EXERCISE FORM

To:  Deltagen, Inc.                            Dated:

     The undersigned, pursuant to the provisions set forth in the attached
Warrant No. WA-1, hereby irrevocably elects to (a) purchase _______ shares of
the Preferred Stock covered by such Warrant and herewith makes payment of
$_________, representing the full purchase price for such shares at the price
per share provided for in such Warrant, or (b) exercise such Warrant for _______
shares purchasable under the Warrant pursuant to the Net Issue Exercise
provisions of Section 1(c) of the Warrant.

     The undersigned acknowledges that it has reviewed the representations and
warranties contained in Section 5 of the Warrant and by its signature below
hereby makes such representations and warranties to the Company as of the date
hereof.

                                  Signature: ___________________________________

                                  Name (print): ________________________________

                                  Title (if applic.): __________________________

                                  Company (if applic.): ________________________

<PAGE>

                                    EXHIBIT B

                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED, _________________________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant with respect to the number of shares of Series A Preferred Stock covered
thereby set forth below, unto:

     Name of Assignee               Address/Fax Number            No. of Shares
     ----------------               ------------------            -------------








Dated:________________                     Signature:___________________________

                                                     ___________________________

                                           Witness:  ___________________________