Exhibit 10.1

RESEARCH FRONTIERS
INCORPORATED
COMMON STOCK PURCHASE WARRANT

     THIS CERTIFIES that, for value received, [INVESTOR]
(hereinafter called “Warrantholder”), is entitled to purchase from Research
Frontiers Incorporated, a Delaware corporation (hereinafter called the
“Company”), [NUMBER OF SHARES EQUAL TO 20% OF NUMBER OF SHARES PURCHASED] shares
of common stock, par value $.0001 per share (hereinafter called the “Shares”) of
the Company at a warrant exercise price of $[150% OF PER UNIT OFFERING PRICE TO
THE PUBLIC] per share (such price per share and the number of shares of common
stock so purchasable being subject to adjustment as provided below) at any time
on or before 4:30 p.m. New York time on [INSERT DATE THAT IS 5 YEARS AFTER
CLOSING] (the “Expiration Date”), all in accordance with the terms hereof.


     1. Exercise of Warrants and Holding of Underlying Stock. 

     1.1 The Warrants evidenced by this
Warrant Certificate may be exercised prior to 4:30 p.m. New York time on the
Expiration Date in whole at any time or in part from time to time during such
period by the surrender of this Warrant Certificate, along with a Notice of
Exercise in the form attached hereto duly executed and completed by
Warrantholder, at the office of the Company, 240 Crossways Park Drive, Woodbury,
New York 11797-2033 together with payment in full in lawful money of the United
States, of the Warrant exercise price payable at the time of such exercise in
respect of the Warrants being exercised. Such payment shall be made by wire
transfer of immediately available funds to the account of Research Frontiers
Incorporated at JPMorgan Chase Bank, 6040 Tarbell Road, Syracuse, New York
13206, Account Number: xxx-xxx-xxx, ABA Wire Code No.: 021 000 021, SWIFT CODE:
CHASUS33, or to such other account or place, as the Company may specify. If less
than all of the Warrants represented by this Warrant Certificate are being
exercised, the Company will, upon such exercise, deliver to Warrantholder a new
certificate (dated the date hereof) evidencing the Warrants not so exercised.
The Company agrees any Shares purchased pursuant to exercise of this Warrant
will be and are deemed to be issued on the date on which this Warrant
Certificate is surrendered and the purchase price for such Shares is paid in
accordance with the terms hereof.

     1.2 The Company shall maintain the
effectiveness of a registration statement filed with the Securities and Exchange
Commission and related prospectus covering the Shares through the Expiration
Date.

1.3 Limitations on Exercise. 

     (a) Notwithstanding anything to the
contrary contained herein, the number of Shares that may be acquired by the
Warrantholder upon any exercise of this Warrant (or otherwise in respect hereof)
shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of common stock of the Company
then beneficially owned by such Warrantholder and its affiliates and any other
person or entity whose beneficial ownership of such common stock would be
aggregated with the Warrantholder’s for purposes of Section 13(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”), does not exceed 4.999% of
the total number of issued and outstanding shares of common stock of the Company
(including for such purpose the shares of common stock issuable upon such
exercise). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. This provision shall not restrict the number of shares
of common stock which a Warrantholder may receive or beneficially own in order
to determine the amount of securities or other consideration that such
Warrantholder may receive in the event of a transaction contemplated by Section
2.1 of this Warrant. By written notice to the Company, a Warrantholder may waive
the provisions of this Section 1.3(a) as to itself but any such waiver will not
be effective until the 61st day after delivery thereof and such waiver shall
have no effect on any other person or entity.


     (b) Notwithstanding anything to the
contrary contained herein, the number of Shares that may be acquired by the
Warrantholder upon any exercise of this Warrant (or otherwise in respect hereof)
shall be limited to the extent necessary to insure that,
following such exercise (or other issuance), the total number of shares of
common stock of the Company then beneficially owned by such Warrantholder and
its affiliates and any other person or entity whose beneficial ownership of such
common stock would be aggregated with the Warrantholder’s for purposes of
Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of
issued and outstanding shares of common stock of the Company (including for such
purpose the shares of common stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
This provision shall not restrict the number of shares of Common Stock which a
Warrantholder may receive or beneficially own in order to determine the amount
of securities or other consideration that such Warrantholder may receive in the
event of a transaction contemplated by Section 2.1 of this Warrant. This
restriction may not be waived. 







     2. Reclassification,
Consolidation or Merger. 

     2.1 In the event that the
outstanding Shares are hereafter changed by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, combination
or exchange of Shares and the like, or dividends payable in Shares, an
appropriate adjustment shall be made by the Board of Directors of the Company in
the number of Shares and price per Share subject to this Warrant Certificate. If
the Company shall be reorganized, consolidated, or merged with another
corporation, or if all or substantially all of the assets of the Company shall
be sold or exchanged, the Warrantholder shall at the time of issuance of the
stock under such a corporate event, be entitled to receive upon the exercise of
the vested Warrants evidenced by this Warrant Certificate the same number and
kind of shares of stock or the same amount of property, cash or securities as he
would have been entitled to receive upon the occurrence of any such corporate
event as if he had been, immediately prior to such event, the holder of the
number of Shares so exercised.

     2.2 Any adjustment under this
Paragraph 2 in the number of Shares subject to this Warrant Certificate shall
apply proportionately to only the unexercised portion hereunder and shall not
have any retroactive effect with respect to Warrants theretofore exercised. If
fractions of a Share would result from any such adjustment, the adjustment shall
be revised to the next lower whole number of Shares. 

     2.3 No adjustment of the exercise
price shall be made if the amount of such adjustment shall be less than $.01 per
Share, but in such case any adjustment that would otherwise be required then to
be made, shall be carried forward and shall be made at the time and together
with the next subsequent adjustment which, together with any adjustment so
carried forward, shall amount to no less than $.01 per share. 

     2.4 No fractional shares of common
stock shall be issued upon the exercise of any Warrants evidenced hereby, but in
lieu thereof the number of shares of common stock that are issuable upon any
exercise shall be rounded up or down to the nearest whole share. 

     2.5 When any adjustment is required
to be made in the exercise price or number of Shares subject to this Warrant
Certificate, initial or adjusted, the Company shall within sixty (60) days after
the date when the circumstances giving rise to the adjustment occurred mail to
the Warrantholder a statement describing in reasonable detail any method used in
calculating such adjustment. 

     3. Prior Notice as to Certain Events.


     The Company shall mail to
Warrantholder not less than ten (10) days prior to the date on which (a) a
record will be taken for the purpose of determining the holders of Capital Stock
entitled to subscription rights, or (b) a record will be taken (or in lieu
thereof, the transfer books will be closed) for the purpose of determining the
holders of Capital Stock entitled to notice of and to vote at the meeting of
stockholders at which any consolidation, merger, dissolution, liquidation,
winding up or sale of the Company shall be considered and acted upon.



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     4. Reservation and Issuance of Shares.


     4.1 The Company covenants and agrees that all Shares which may
be issued upon the exercise of the rights represented by this Warrant
Certificate will be duly authorized, legally issued and when paid for in
accordance with the terms hereof, fully paid and non-assessable, and free from
all liens and charges with respect to the issue thereof to the Warrantholder.


     4.2 The Company will reserve at all
times such number of Shares as may be issuable pursuant to the exercise of
Warrants evidenced by this Warrant Certificate. 

     5. Miscellaneous. 

     5.1 The Warrantholder shall not be
entitled to any rights whatsoever as a stockholder of the Company by virtue of
its ownership of this Warrant Certificate. 

     5.2 This Warrant Certificate is
being executed and delivered in the State of New York, and this Warrant
Certificate shall be interpreted under, and the Warrantholder and the Company
subject to, the laws and jurisdiction of the state and federal courts of the
State of New York, United States of America. The parties hereby consent to such
jurisdiction. 

     5.3 Subject to the provisions of
Section 1.2 hereof, this Warrant Certificate may be exercised at any time after
the date hereof and prior to its expiration as of 4:30 p.m. New York time on the
Expiration Date, and shall be void and of no effect after 4:30 p.m. New York
time on the Expiration Date. 

     IN WITNESS WHEREOF, the Company and
the Warrantholder have executed this Warrant Certificate this _____ day of
_________________ by each of their duly authorized officers. 

RESEARCH FRONTIERS INCORPORATED


	By: 	
		Joseph M. Harary, President and
  CEO



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[Form of Notice of Exercise] 

     The undersigned
hereby irrevocably elects to exercise the warrants we currently hold to purchase
____________ shares of common stock, $0.0001 par value per share, of Research
Frontiers Incorporated (the “Company”) at an exercise price of $_______ per
share. Attached to this notice is the original Warrant certificate evidencing
the aforementioned warrants. We have delivered to the Company US$_______________ representing the aggregate exercise price for the warrants
exercised hereunder. A certificate representing the shares issuable upon
exercise should be issued in the undersigned’s name.


	Dated: 	 	 	     	,	 
	[INVESTOR]



	By:	 
		Name:
	 	Title: