Exhibit 4g

50JMH2661/1. #435254
         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- 31                              RIGHT TO PURCHASE 1,000,000
                                                    SHARES OF COMMON STOCK OF
AUGUST 28, 1997                                     DYNAGEN, INC.

         VOID UNLESS EXERCISED BEFORE 5:00 P.M., EASTERN DAYLIGHT SAVING
                             TIME ON JULY 31, 2004.

                                  DYNAGEN, INC.

                          COMMON STOCK PURCHASE WARRANT


         DYNAGEN, INC., a Delaware corporation (the "COMPANY"), hereby certifies
that, H. J. MEYERS,  INC. is entitled,  subject to the terms set forth below, to
purchase  from the  Company,  at any time or from time to time before 5:00 p.m.,
Eastern  Daylight Saving Time, on or before July 31, 2004,  1,000,000 fully paid
and non-assessable shares of Common Stock, $.01 par value, of the Company, at an
exercise  price  per  share  equal to $0.15.  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.

         THIS  WARRANT IS  EXERCISABLE  FOR 700,000 OF THE  1,000,000  SHARES OF
COMMON STOCK  SUBJECT TO THIS WARRANT FOR  SERVICES  PREVIOUSLY  RENDERED BY THE
HOLDER OF THIS WARRANT.

         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.


                                      -2-

         (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  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.

         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
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.  Portions  of this
Warrant are 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 EXACT  NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT MAY BE
EXERCISED  AT ANY TIME  SHALL BE  DETERMINED  BY THE BOARD OF  DIRECTORS  OF THE
COMPANY  AND SET FORTH IN A NOTICE  FROM THE COMPANY TO H.J.  MEYERS,  INC.  THE
NUMBER OF SHARES FOR WHICH THIS  WARRANT  EXERCISABLE  AT ANY TIME IS SUBJECT TO
THE  SATISFACTORY  PERFORMANCE  OF



                                      -3-

SERVICES PURSUANT TO A CERTAIN  INVESTMENT BANKING AGREEMENT BETWEEN THE COMPANY
AND H.J.  MEYERS,  INC. NO PORTION OF THIS WARRANT MAY BE  EXERCISED  ABSENT THE
AFORESAID  NOTICE  FROM THE  COMPANY,  SIGNED BY AN  AUTHORIZED  OFFICER  OF THE
COMPANY.

                  THIS  WARRANT IS  EXERCISABLE  FOR  700,000  OF THE  1,000,000
SHARES OF COMMON STOCK SUBJECT TO THIS WARRANT FOR SERVICES  PREVIOUSLY RENDERED
BY THE HOLDER OF THIS WARRANT.

         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. The holder of this  Warrant  must  exercise  this
Warrant prior to the  consummation  of any of the  foregoing  events in order to
obtain the benefits of this Section.

                  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.

         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



                                      -4-

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 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.



                                      -5-

         6.  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.

         7.  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.   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.

         9. 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  (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.




                                      -6-

         (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.

         10. 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.

         11.  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  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.

         12.      REGISTRATION RIGHTS.

                  12.1 SHORT-FORM  REGISTRATIONS  ON FORM S-3. At the request of
H.J. Meyers, Inc., the Company shall use its best efforts to file a registration
statement  on Form S-3 (to the extent  such form is  available  to the  Company)
covering the resale of the Shares  underlying  this  Warrant  (the  "REGISTRABLE
SHARES").  In addition,  the Company  shall,  subject to the  conditions  listed
below, grant "piggy back" registration  rights to include the Registrable Shares
in any registration statement filed by the Company solely for the account of the
Company under the Securities  Act of 1933 as amended (the "Act")  relating to an
underwriting of the sale of shares of Common Stock. These registration rights do
not apply to securities  issued in connection with any acquisition of any entity
or  business,  shares  issuable  solely upon the exercise of stock  options,  or
pursuant to other employee  benefit plans. In connection with any offering,  the
holders  of the  Registrable  Shares  shall be  subject  to any  limitation  the
underwriter  or the Company  shall impose on the number of shares of such Common
Stock  which  may  be  included  in  any  such  registration  statement.  At its
discretion,  the  Company  may  also  include  the  Registrable  Shares  in  any
registration statement filed on behalf of selling security holders.


         The  Company  shall  not be  required  to  effect  more  than  two  (2)
registrations  on Form S-3. The Company's  obligations  under this Section shall
expire  three (3) years after the  issuance  date of this  Warrant.  The Company
shall not be  required to effect  more than one demand  registration  during any
18-month  period.  Notwithstanding  the  foregoing,  the  Company  shall have no
obligation  to  register  the  Registrable  Shares  under  this  Section if such
Registrable  Shares are  eligible for resale under Rule 144, as so opined by the
Company's outside legal counsel.




                                      -7-

                  12.2  EXPENSES.  In the case of a  registration  under Section
12.1,  the Company  shall bear the  expenses of any filing of any  registration,
including but not limited to printing legal and accounting expenses,  Securities
and Exchange Commission and NASD filing fees and all related "Blue Sky" fees and
expenses.  The Company shall have no obligation to pay or otherwise bear (i) the
cost and expenses of procuring  underwriters'  insurance in connection  with the
sale of Registrable  Shares,  (ii) any portion of the fees or  disbursements  of
counsel for the selling  holders of  Registrable  Shares or (iii) any portion of
the  underwriters'  commission  or  discounts  attributable  to the  Registrable
Shares.  The Company  shall only be obligated to bear the expenses of one filing
for a registration initiated under Section 12.1.

                  12.3 EXPIRATION OF REGISTRATION RIGHTS. The obligations of the
Company  under this  Section 12 to  register  the  securities  shall  expire and
terminate on the earlier of the  expiration  date of the warrant or at such time
as the holder of this  Warrant  shall be entitled or eligible to sell the shares
of Common Stock  underlying this Warrant without  restriction and without a need
for the filing of a  registration  statement  under the  Securities Act of 1933,
including  without  limitation,  for any resales of restricted  securities  made
pursuant to Rule 144 as promulgated by the Securities and Exchange Commission.

                  12.4  DELAY OF  REGISTRATION.  For a period  not to exceed 180
days,  the Company  shall not be obligated to prepare and file,  or be prevented
from delaying or abandoning,  a registration  statement pursuant to this Section
at any time when the Company,  in its good faith  judgment by the  management of
the  Company,  with the advice of  counsel,  reasonably  believes:  (I) that the
filing  thereof at the time  requested,  or the offering of  Registrable  Shares
pursuant  thereto,  would  materially  and  adversely  affect  (a) a pending  or
scheduled public offering or private placement of the Company's securities,  (b)
an  acquisition,  merger,  consolidation  or  similar  transaction  by or of the
Company,  (c) pre-existing and continuing  negotiations,  discussions or pending
proposals  with  respect  to any  of  the  foregoing  transactions,  or (d)  the
financial  condition of the Company in view of the  disclosure of any pending or
threatened litigation, claim, assessment or governmental investigation which may
be  required  thereby;  and (II)  that the  failure  to  disclose  any  material
information  with  respect  to the  foregoing  would  cause a  violation  of the
Securities Act or the Securities Exchange Act of 1934.

         13. EXPIRATION. The right to exercise this Warrant shall expire at 5:00
p.m., Eastern Daylight Saving Time, on July 31, 2004.

DATED: AUGUST 28, 1997                         DYNAGEN, INC.

ATTEST:

By:  /s/ Dennis R. Bilodeau                    By: /s/ Dhananjay G. Wadekar
   ----------------------------                   ------------------------------
Title:  Controller                             Title:  Executive Vice 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: