Exhibit 10.1


                                 FORM OF 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, AS AMENDED, 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. [______]                                Warrant to Purchase 2,000,000 Shares
[_______]                                        of Common Stock, $.01 Par Value





                        WARRANT TO PURCHASE COMMON STOCK

                                       of

                       PROTEIN POLYMER TECHNOLOGIES, INC.,

                             a Delaware corporation

                               Expires: [________]



     This certifies that, for value received, William N. Plamondon III 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"), 2,000,000 shares of Common Stock, $.01 par value, of the Company
(such class of stock being referred to herein as "Common Stock"), as constituted
on [________] (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 $0.67 per share
(the "Purchase Price"). This Warrant must be exercised, if at all, on or prior
to [___________]. The shares of Common Stock issued or issuable upon exercise of
this Warrant are sometimes referred to


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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 payable in cash and/or by check for same day
funds. 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. For purposes of
this Warrant, "Common Stock Value" shall mean, as of any given date, (i) if the
Common Stock is traded on a national securities exchange, or is designated as a
National Market System security on NASDAQ, the average of the closing prices
thereof as reported on such exchange or NASDAQ-NMS, as the case may be, during
the 20 consecutive trading days preceding the trading day immediately prior to
such date, or, if no sale occurred on any such trading day, then the mean
between the closing bid and asked prices on such exchange or NASDAQ-NMS on such
trading day, (ii) if the Common Stock is actively traded over-the-counter (other
than NASDAQ-NMS), the arithmetic average (for 20 consecutive trading days) of
the mean between the low bid and high asked prices as of the close of business
during the 20 consecutive trading days preceding the trading day immediately
prior to such date, as reported by the National Association of Securities
Dealers Automated Quotation system or other source, (iii) if the Common Stock is
not traded on an exchange, NASDAQ-NMS, or traded over-the-counter, the fair
market value thereof, as determined in good faith by the Board of Directors of
the Company.

     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.


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     3. Transfer and Exchange. Subject to the provisions of Section 8, 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. Notwithstanding the foregoing, the restrictions imposed upon the
transferability of the Warrant do not apply to transfers made by the Holder, in
whole or in part, to any subsidiary, parent, affiliate, general partner or
limited partner of the Holder. 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 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 declares, 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


<PAGE>


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 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 its chief financial officer 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 at the holder's
address as shown in the Company's books.

     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, and may
obtain agreements from a certain number of its holders of securities convertible
into or exchangeable for shares of Common Stock not to convert or exchange their
securities until the Company has taken such corporate action.

     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


<PAGE>


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 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 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


<PAGE>


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; provided, however, that such opinion
need not be furnished for the transfer of the Warrant or Warrant Shares, in
whole or in part, to any subsidiary, parent, affiliate, general partner or
limited partner of the Holder.

     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.

               (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).


<PAGE>


     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 shown in the Company's books.

     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 corporate law, then the Delaware
General Corporation Law shall govern.

                                    PROTEIN POLYMER TECHNOLOGIES, INC.,
                                    a Delaware corporation



                                    By:
                                       -----------------------------------------

                                        J. Thomas Parmeter,
                                        Chairman of the Board

* the warrants to Mr. Plamondon are for 2,000,000 shares. The warrants are
evidenced by six certificatesd issued in this form

<PAGE>


                                SUBSCRIPTION FORM
                                -----------------

                 (To be executed only upon exercise of Warrant)


                  The undersigned, registered owner of this Warrant, irrevocably
exercises this Warrant and purchases ____________ of the number of 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:
      ------------------
                                          --------------------------------------
                                          (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)