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                                                                    Exhibit 10.2

                                     WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                                       OF
                       PROTEIN POLYMER TECHNOLOGIES, INC.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND NEITHER THESE WARRANTS NOR ANY INTEREST THEREIN MAY
BE TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER
THAT ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

No. 2003-[__]                              Warrant to Purchase _______ Shares of
June __, 2003                              Common Stock, $.01 Par Value


                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                       PROTEIN POLYMER TECHNOLOGIES, INC.,
                             a Delaware corporation
           Void after the date set forth in the first paragraph hereof

                  This certifies that, for value received, _______, or
registered assigns ("Holder") is entitled, subject to the terms set forth below,
to purchase from Protein Polymer Technologies, Inc., a Delaware corporation (the
"Company"), _______ shares of Common Stock, $.01 par value, of the Company (such
class of stock being referred to herein as "Common Stock"), as constituted on
June __, 2003 (the "Issue Date"), upon surrender of this Warrant, at the
principal office of the Company referred to below, with the subscription form
attached hereto duly executed, and simultaneous payment therefor in the
consideration specified in Section 1 hereof, at the price of $0.55 per share
(the "Purchase Price"). This Warrant must be exercised, if at all, prior to the
close of business on September 30, 2003. The shares of Common Stock issued or
issuable upon exercise of this Warrant are sometimes referred to as the "Warrant
Shares." The term "Warrants" as used herein shall include this Warrant and any
warrants delivered in substitution or exchange therefor as provided herein.

                  1. Exercise. This Warrant may be exercised at any time or from
time to time, on any business day, for all or part of the full number of shares
of Common Stock during the period of time called for hereby, by surrendering it
at the principal office of the Company, 10655 Sorrento Valley Road, First Floor,
San Diego, California 92121, with the subscription form duly executed, together
with payment for the Warrant Shares

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payable in cash, by check for same day funds and/or by delivery and cancellation
of promissory notes evidencing indebtedness of the Company. No other form of
consideration shall be acceptable for the exercise of this Warrant. A Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above, and the
person entitled to receive the shares of Common Stock issuable upon such
exercise shall be treated for all purposes as the holder of such shares of
record as of the close of business on such date. As soon as practicable on or
after such date, and in any event within 10 days thereof, the Company shall
issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of shares of Common Stock issuable
upon such exercise. Upon any partial exercise, the Company will issue and
deliver to Holder a new Warrant or Warrants with respect to the shares of Common
Stock not so transferred. No fractional shares of Common Stock shall be issued
upon exercise of a Warrant. In lieu of any fractional share to which Holder
would be entitled upon exercise, the Company shall pay cash equal to the product
of such fraction multiplied by the Common Stock Value (as defined in the
Company's Certificate of Designation of Series G Preferred Stock) on the date of
exercise.

                  2. Payment of Taxes. All shares of Common Stock issued upon
the exercise of a Warrant shall be duly authorized, validly issued and
outstanding, fully paid and non-assessable. Holder shall pay all taxes and other
governmental charges that may be imposed in respect of the issue or delivery
thereof and any tax or other charge imposed in connection with any transfer
involved in the issue of any certificate for shares of Common Stock in any name
other than that of the registered Holder of the Warrant surrendered in
connection with the purchase of such shares, and in such case the Company shall
not be required to issue or deliver any stock certificate until such tax or
other charge has been paid or it has been established to the Company's
satisfaction that no tax or other charge is due.

                  3. Transfer and Exchange. This Warrant and all rights
hereunder are transferable, in whole but not in part, only with the prior
approval of the Company, which consent shall not be unreasonably withheld. If
such a proposed transfer is so approved, this Warrant is transferable on the
books of the Company maintained for such purpose at its principal office
referred to above by Holder in person or by duly authorized attorney, upon
surrender of this Warrant properly endorsed and upon payment of any necessary
transfer tax or other governmental charge imposed upon such transfer. Each taker
and holder of this Warrant, by taking or holding the same, consents and agrees
that this Warrant, when endorsed in blank, shall be deemed negotiable and that
when this Warrant shall have been so endorsed, the Holder hereof may be treated
by the Company and all other persons dealing with this Warrant as the absolute
owner hereof for any purpose and as the person entitled to exercise the rights
represented hereby or to the transfer hereof on the books of the Company, any
notice to the contrary notwithstanding; but until such

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transfer on such books, the Company may treat the registered Holder hereof as
the owner for all purposes.

                  4.       Certain Adjustments.

                           4.1 Adjustment for Reorganization, Consolidation,
Merger. In case of any reorganization of the Company (or any other corporation,
the stock or other securities of which are at the time receivable on the
exercise of this Warrant) after the Issue Date, or in case, after such date, the
Company (or any such other corporation) shall consolidate with or merge into
another corporation (other than the merger of a wholly owned subsidiary into the
Company) or convey all or substantially all its assets to another corporation,
then and in each such case Holder, upon the exercise hereof as provided in
Section 1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the stock receivable upon the exercise of this Warrant prior to such
consummation, the stock or other securities or property to which such Holder
would have been entitled upon such consummation if such Holder had exercised
this Warrant immediately prior thereto.

                           4.2 Adjustments for Dividends in Common Stock. If the
Company at any time or from time to time after the Issue Date makes, or fixes a
record date for the determination of holders of Common Stock entitled to
receive, a dividend payable in additional shares of Common Stock, then and in
each such event the Purchase Price then in effect shall be decreased as of the
time of such issuance or, in the event such record date is fixed, as of the
close of business on such record date, by multiplying the Purchase Price then in
effect by a fraction (1) the numerator of which is the total number of shares of
Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date, and (2) the denominator
of which shall be the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend; provided, however, that if such record date is
fixed and such dividend is not fully paid on the date fixed therefor, the
Purchase Price shall be recomputed accordingly as of the close of business on
such record date and thereafter the Purchase Price shall be adjusted pursuant to
this Section 4.2 as of the time of actual payment of such dividends.

                           4.3 Stock Split and Reverse Stock Split. If the
Company at any time or from time to time after the Issue Date effects a
subdivision of the outstanding Common Stock, the Purchase Price then in effect
immediately before that subdivision shall be proportionately decreased and the
number of shares of Common Stock theretofore receivable upon the exercise of
this Warrant shall be proportionately

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increased. If the Company at any time or from time to time after the Issue Date
combines the outstanding shares of Common Stock into a smaller number of shares,
the Purchase Price then in effect immediately before that combination shall be
proportionately increased and the number of shares of Common Stock theretofore
receivable upon the exercise of this Warrant shall be proportionately decreased.
Each adjustment under this Section 4.3 shall become effective at the close of
business on the date the subdivision or combination becomes effective.

                           4.4 Accountants' Certificate as to Adjustment. In
each case of an adjustment in the shares of Common Stock receivable on the
exercise of the Warrants, the Company at its expense shall cause independent
public accountants of recognized standing selected by the Company (who may be
the independent public accountants then auditing the books of the Company) to
compute such adjustment in accordance with the terms of the Warrants and prepare
a certificate setting forth such adjustment and showing the facts upon which
such adjustment is based. The Company will forthwith mail a copy of each such
certificate to each holder of a Warrant at the time outstanding.

                  5.       Loss or Mutilation. Upon receipt by the Company of
evidence satisfactory to it (in the exercise of reasonable discretion) of the
ownership of and the loss, theft, destruction or mutilation of any Warrant and
(in the case of loss, theft or destruction) of indemnity satisfactory to it (in
the exercise of reasonable discretion), and (in the case of mutilation) upon
surrender and cancellation thereof, the Company will execute and deliver in lieu
thereof a new Warrant of like tenor.

                  6.       Reservation of Common Stock. The Company shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exercise of the Warrant,
such number of its shares of Common Stock as shall from time to time be
sufficient to effect exercise of the Warrant; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
such exercise, the Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.

                  7.       Notices of Record Date. In the event of (i) any
taking by the Company of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company, any merger or consolidation of the Company with or into any other
corporation (other than a merger of a wholly owned

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subsidiary into the Company), or any transfer of all or substantially all of the
assets of the Company to any other person or any voluntary or involuntary
dissolution, liquidation or winding up of the Company, the Company shall mail to
the Holder at least thirty (30) days prior to the record date specified therein,
a notice specifying (1) the date on which any such record is to be taken for the
purpose of such dividend or distribution and a description of such dividend or
distribution, (2) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up is
expected to become effective, and (3) the date, if any, that is to be fixed, as
to when 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 upon such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up.

                  8.      Investment Representation and Restriction on Transfer.

                          8.1       Securities Law Requirements.

                                    (a) By its acceptance of this Warrant,
Holder hereby represents and warrants to the Company that this Warrant and the
Warrant Shares will be acquired for investment for its own account, not as a
nominee or agent, and not with a view to the sale or distribution of any part
thereof, and that it has no present intention of selling, granting
participations in or otherwise distributing the same. By acceptance of this
Warrant, Holder further represents and warrants that it does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to any person, with respect to this Warrant or
the Warrant Shares.

                                    (b) By its acceptance of this Warrant,
Holder understands that this Warrant is not, and the Warrant Shares will not be,
registered under the Securities Act of 1933, as amended (the "Act"), on the
basis that the issuance of this Warrant and the Warrant Shares are exempt from
registration under the Act pursuant to Section 4(2) thereof, and that the
Company's reliance on such exemption is predicated on Holder's representations
and warranties set forth herein.

                                    (c) By its acceptance of this Warrant,
Holder understands that the Warrant and the Warrant Shares may not be sold,
transferred, or otherwise disposed of without registration under the Act, or an
exemption therefrom, and that in the absence of an effective registration
statement covering the Warrant and the Warrant Shares or an available exemption
from registration under the Act, the Warrant and the Warrant Shares must be held
indefinitely. In particular, Holder is aware that the Warrant and the Warrant
Shares may not be sold pursuant to Rule 144 promulgated under the Act unless all
of the conditions of Rule 144 are satisfied. Among the conditions for

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use of Rule 144 are the availability of current information about the Company to
the public, prescribed holding periods which will commence only upon Holder's
payment for the securities being sold, manner of sale restrictions, volume
limitations and certain other restrictions. By its acceptance of this Warrant,
Holder represents and warrants that, in the absence of an effective registration
statement covering the Warrant or the Warrant Shares, it will sell, transfer or
otherwise dispose of the Warrant and the Warrant Shares only in a manner
consistent with its representations and warranties set forth herein and then
only in accordance with the provisions of Section 8.1(d).

                                    (d) By its acceptance of this Warrant,
Holder agrees that in no event will it transfer or dispose of any of the
Warrants or the Warrant Shares other than pursuant to an effective registration
statement under the Act, unless and until (i) Holder shall have notified the
Company of the proposed disposition and shall have furnished the Company with a
statement of the circumstances surrounding the disposition, and (ii) if
reasonably requested by the Company, at the expense of the Holder or transferee,
it shall have furnished to the Company an opinion of counsel, reasonably
satisfactory to the Company, to the effect that (A) such transfer may be made
without registration under the Act and (B) such transfer or disposition will not
cause the termination or the non-applicability of any exemption to the
registration and prospectus delivery requirements of the Act or to the
qualification or registration requirements of the securities laws of any other
jurisdiction on which the Company relied in issuing the Warrant or the Warrant
Shares.

                           8.2      Legends; Stop Transfer.

                                    (a) All certificates evidencing the Warrant
Shares shall bear a legend in substantially the following form:

                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933. These securities
                  have been acquired for investment and not with a view to
                  distribution and may not be offered for sale, sold, pledged or
                  otherwise transferred in the absence of an effective
                  registration statement for such securities under the
                  Securities Act of 1933 or an opinion of counsel reasonably
                  satisfactory in form and content to the issuer that such
                  registration is not required under such Act.

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                                    (b) The certificates evidencing the Warrant
Shares shall also bear any legend required by any applicable state securities
law.

                                    (c) In addition, the Company shall make, or
cause its transfer agent to make, a notation regarding the transfer restrictions
of the Warrant and the Warrant Shares in its stock books, and the Warrant and
the Warrant Shares shall be transferred on the books of the Company only if
transferred or sold pursuant to an effective registration statement under the
Act covering the same or pursuant to and in compliance with the provisions of
Section 8.1(d).

                  9.  Notices. All notices and other communications from the
Company to the Holder of this Warrant shall be mailed by first-class registered
or certified mail, postage prepaid, to the address furnished to the Company by
Holder.

                  10. Change; Waiver. Neither this Warrant nor any term hereof
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.

                  11. Headings. The headings in this Warrant are for purposes of
convenience in reference only, and shall not be deemed to constitute a part
hereof.

                  12. Governing Law. This Warrant is delivered in California and
shall be construed and enforced in accordance with and governed by the internal
laws, and not the law of conflicts, of such State; provided however, that to the
extent that an issue of determination is one of corporation law, then the
Delaware General Corporation Law shall govern.

                                            PROTEIN POLYMER TECHNOLOGIES, INC.,
                                            a Delaware corporation

                                            By__________________________________
                                                J. Thomas Parmeter, President

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                                SUBSCRIPTION FORM
                 (To be executed only upon exercise of Warrant)

                  The undersigned, registered owner of this Warrant, irrevocably
exercises this Warrant and purchases _____________ shares of Common Stock, $.01
par value, of PROTEIN POLYMER TECHNOLOGIES, INC., a Delaware corporation,
purchasable with this Warrant, and herewith makes payment therefor, all at the
price and on the terms and conditions specified in this Warrant.

DATED: ___________, 200__

                                        _____________________________________
                                        (Signature of Registered Owner)

                                        _____________________________________
                                        (Street Address)

                                        _____________________________________
                                        (City) (State) (Zip)

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                               FORM OF ASSIGNMENT

                  FOR VALUE RECEIVED the undersigned, registered owner of this
Warrant, hereby sells, assigns and transfers unto the Assignee named below all
of the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock, $.01 par value, set forth below:

Name of Assignee                    Address                   No. of Shares




and does hereby irrevocably constitute and appoint _________________________
_________________________________________________ Attorney to make such transfer
on the books of PROTEIN POLYMER TECHNOLOGIES, INC., a Delaware corporation,
maintained for the purpose, with full power of substitution in the premises.

DATED: ___________________

                                                        ________________________
                                                              (Signature)


                                                        ________________________
                                                               (Witness)

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