THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR  HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
ACT AND APPLICABLE  STATE  SECURITIES  LAWS OR AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO ENDOVASC LTD., INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

            Right to Purchase _________ Shares of Common Stock of Endovacs Ltd.,
                                 Inc. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 1                                                 Issue Date: May ____, 2000

         ENDOVASC LTD.,  INC., a corporation  organized under the laws of Nevada
(the    "Company"),    hereby    certifies    that,    for    value    received,
___________________________,  or assigns, is entitled,  subject to the terms set
forth below,  to purchase  from the Company after the Issue Date set forth above
at any time or from time to time before 5:00 p.m., New York time,  through three
(3) years after the Issue Date (the  "Expiration  Date"),  up to _________ fully
paid and nonassessable  shares of Common Stock (as hereinafter  defined),  $.001
par value per share,  of the  Company.  The shares of Common  Stock  purchasable
hereunder  shall have a per share  purchase  price of $_____ per share of Common
Stock.  The  aforedescribed  purchase  prices per share as adjusted from time to
time as herein  provided  is  referred to herein as the  "Purchase  Price".  The
number and  character of such shares of Common Stock and the Purchase  Price are
subject to adjustment as provided herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

     (a) The term Company shall include  Endovasc Ltd., Inc. and any corporation
which shall succeed or assume the obligations of Endovasc Ltd., Inc. hereunder.

     (b) The term "Common Stock" includes (a) the Company's Common Stock,  $.001
par value per share,  as authorized on the date of the Agreement,  (b) any other
capital  stock of any class or  classes  (however  designated)  of the  Company,
authorized on or after such date in lieu of Common  Stock,  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 if the  right so to vote has been  suspended  by the  happening  of such a
contingency)  and (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.

     (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 the  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 Section 4 or otherwise.
<PAGE>
     1. Exercise of Warrant.

     1.1.  Number  of Shares  Issuable  upon  Exercise.  From and after the date
hereof  through and including the  Expiration  Date,  the holder hereof shall be
entitled to receive,  upon exercise of this Warrant in whole in accordance  with
the  terms  of  subsection  1.2 or  upon  exercise  of this  Warrant  in part in
accordance with  subsection 1.3, shares of Common Stock of the Company,  subject
to adjustment pursuant to Section 4.

     1.2.  Full  Exercise.  This  Warrant may be exercised in full by the holder
hereof by surrender of this Warrant,  with the form of subscription  attached as
Exhibit A hereto (the  Subscription  Form") duly executed by such holder, to the
Company  at its  principal  office  or at the  office of its  Warrant  agent (as
provided in Section  12),  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 Purchase Price (as hereinafter defined) then in effect.

     1.3. Partial Exercise. This Warrant may be exercised in part (but not for a
fractional  share) by  surrender  of this Warrant in the manner and at the place
provided in subsection  1.2 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  Form by (b)
the Purchase 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 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,  the number of shares of Common  Stock for which such Warrant may still
be exercised.

     1.4. Fair Market Value.  Fair Market Value of a share of Common Stock as of
a particular date (the "Determination Date") shall mean the Fair Market Value of
a share of the Company's  Common  Stock.  Fair Market Value of a share of Common
Stock as of a Determination Date shall mean:

          (a) If the  Company's  Common  Stock is  traded on an  exchange  or is
     quoted on the National  Association of Securities  Dealers,  Inc. Automated
     Quotation  ("NASDAQ") National Market System or the NASDAQ SmallCap Market,
     then the closing or last sale price,  respectively,  reported  for the last
     business day immediately preceding the Determination Date.

          (b) If the  Company's  Common Stock is not traded on an exchange or on
     the NASDAQ  National  Market  System or the NASDAQ  SmallCap  Market but is
     traded in the over-the-counter market, then the mean of the closing bid and
     asked prices reported for the last business day  immediately  preceding the
     Determination Date.

          (c) Except as provided in clause (d) below,  if the  Company's  Common
     Stock is not publicly  traded,  then as the Holder and the Company agree or
     in the absence of agreement by  arbitration  in  accordance  with the rules
     then  standing of the  American  Arbitration  Association,  before a single
     arbitrator to be chosen from a panel of persons  qualified by education and
     training to pass on the matter to be decided.
<PAGE>
          (d)  If  the  Determination   Date  is  the  date  of  a  liquidation,
     dissolution  or  winding  up,  or any  event  deemed  to be a  liquidation,
     dissolution  or winding up  pursuant  to the  Company's  charter,  then all
     amounts to be payable per share to holders of the Common Stock  pursuant to
     the charter in the event of such  liquidation,  dissolution  or winding up,
     plus all other  amounts  to be  payable  per share in respect of the Common
     Stock in liquidation  under the charter,  assuming for the purposes of this
     clause  (d) that all of the  shares  of Common  Stock  then  issuable  upon
     exercise of all of the Warrants are outstanding at the Determination Date.

     1.5. Company Acknowledgment.  The Company will, at the time of the exercise
of the Warrant, upon the request of the holder hereof acknowledge in writing its
continuing  obligation  to afford to such holder any rights to which such holder
shall  continue  to be  entitled  after such  exercise  in  accordance  with the
provisions of this  Warrant.  If the holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such holder any such rights.

     1.6. Trustee for Warrant Holders. In the event that a bank or trust company
shall have been appointed as trustee for the holders of the Warrants pursuant to
Subsection  3.2, such bank or trust company shall have all the powers and duties
of a warrant agent appointed pursuant to Section 12 and shall accept, in its own
name for the account of the Company or such successor  person as may be entitled
thereto, all amounts otherwise payable to the Company or such successor,  as the
case may be, on exercise of this Warrant pursuant to this Section 1.

     1.7.  Exercise by  Telecopier.  The  exercise  date of this Warrant will be
deemed  to be the  date  the  form of  subscription  attached  as  Exhibit  A is
delivered by telecopier to the Company at its principal  office or at the office
of its Warrant Agent (as provided in Section 12) provided that the original form
of  subscription  and  payment  are  delivered  within  five  business  days  of
telecopier delivery of the form of subscription.

     2.1. Delivery of Stock Certificates,  etc. on Exercise.  The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the holder  hereof as the record  owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within  three  business  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 in
compliance with applicable  Securities  Laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  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 Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

     2.2. Cashless Exercise.

          (a) Payment may be made either in (a) cash or by certified or official
     bank  check or  checks  payable  to the order of the  Company  equal to the
     applicable  aggregate Purchase Price, (ii) by delivery of Warrants,  Common
     Stock  and/or  Common  Stock  receivable  upon  exercise of the Warrants in
     accordance  with Section (b) below, or (iii) by a combination of any of the
     foregoing  methods) for the number of Common Shares  specified in such form
     (as such exercise number shall be adjusted to reflect any adjustment in the
     total number of shares of Common Stock issuable to the holder per the terms
     of this Warrant) and the holder shall  thereupon be entitled to receive the
     number of duly authorized,  validly issued,  fully-paid and  non-assessable
     shares of Common Stock (or Other Securities) determined as provided herein.

          (b) Notwithstanding any provisions herein to the contrary, if the Fair
     Market  Value of one share of Common  Stock is  greater  than the  Purchase
     Price  (at  the  date  of  calculation  as set  forth  below),  in  lieu of
     exercising  this  Warrant  for cash the holder may elect to receive  shares
     equal to the value (as  determined  below) of this  Warrant (or the portion
     thereof  being  cancelled)  by surrender  of this Warrant at the  principal
     office of the Company together with the properly endorsed Subscription Form
     in which event the Company  shall issue to the holder a number of shares of
     Common Stock computed using the following formula:

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

                  Where    X=       the  number  of shares of Common Stock to be
                                    issued to the holder

                           Y=       the   number  of  shares  of  Common   Stock
                                    purchasable  under the Warrant or, if only a
                                    portion of the  Warrant is being  exercised,
                                    the portion of the Warrant  being  exercised
                                    (at the date of such calculation)

                           A=       the Fair Market  Value  of one  share of the
                                    Company's Common Stock (at the date of  such
                                    calculation)

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

     3. Adjustment for Reorganization, Consolidation, Merger, etc.

     3.1.  Reorganization,  Consolidation,  Merger,  etc. 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 (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  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,  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 Section 4.
<PAGE>
     3.2. Dissolution.  In the event of any dissolution of the Company following
the  transfer  of all or  substantially  all of its  properties  or assets,  the
Company, prior to such dissolution,  shall at its expense deliver or cause to be
delivered the stock and other  securities and property  (including  cash,  where
applicable)  receivable by the holders of the Warrants  after the effective date
of such dissolution pursuant to this Section 3 to a bank or trust company having
its  principal  office in New York,  NY, as trustee for the holder or holders of
the Warrants.

     3.3. Continuation of Terms. Upon any reorganization,  consolidation, merger
or transfer (and any  dissolution  following  any transfer)  referred to in this
Section 3.3, 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  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transaction described in this Section 3.3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable)  receivable  by the  holders of the  Warrants  be  delivered  to the
Trustee as contemplated by Section 3.2.

     3.4. Share  Issuance.  If the Company at any time shall issue any shares of
Common Stock prior to the complete  exercise of this Warrant for a consideration
less than the Purchase  Price that would be in effect at the time of such issue,
then, and thereafter successively upon each such issue, the Purchase Price shall
be reduced as  follows:  (i) the  number of shares of Common  Stock  outstanding
immediately  prior to such issue shall be  multiplied  by the Purchase  Price in
effect at the time of such issue and the product shall be added to the aggregate
consideration,  if any,  received by the Company  upon such issue of  additional
shares of Common  Stock;  and (ii) the sum so  obtained  shall be divided by the
number of shares of Common Stock  outstanding  immediately after such issue. The
resulting  quotient shall be the adjusted  Purchase Price.  For purposes of this
adjustment,  the issuance of any  security of the Company  carrying the right to
convert such  security  into shares of Common Stock or of any warrant,  right or
option to purchase  Common Stock shall result in an  adjustment  to the Purchase
Price  upon the  issuance  of shares  of  Common  Stock  upon  exercise  of such
conversion or purchase rights.

     4.  Extraordinary  Events  Regarding  Common  Stock.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase 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  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.
<PAGE>
     5.  Certificate  as to  Adjustments.  In  each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrants,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 12 hereof).

     6. Reservation of Stock,  etc.  Issuable on Exercise of Warrant;  Financial
Statements. The Company will at all times reserve and keep available, solely for
issuance  and  delivery on the  exercise of the  Warrants,  all shares of Common
Stock (or Other  Securities)  from time to time  issuable on the exercise of the
Warrant.  This  Warrant  entitles  the holder  hereof to  receive  copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

     7. Assignment;  Exchange of Warrant.  Subject to compliance with applicable
Securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a "Transferor") with respect to any
or all of the Shares.  On the surrender  for exchange of this Warrant,  with the
Transferor's  endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the
Transferor Endorsement Form") and together with evidence reasonably satisfactory
to the Company  demonstrating  compliance with applicable  Securities  Laws, the
Company at its  expense but with  payment by the  Transferor  of any  applicable
transfer  taxes)  will issue and  deliver  to or on the order of the  Transferor
thereof a new Warrant or Warrants of like tenor,  in the name of the  Transferor
and/or the transferee(s)  specified in such Transferor  Endorsement Form (each a
"Transferee"),  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
so surrendered by the Transferor.

     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 this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     9. Registration  Rights/ Shareholder  Approval.  The holder of this Warrant
has been granted certain registration rights by the Company.  These registration
rights are set forth in a Subscription Agreement entered into by the Company and
Subscribers  of the  Company's  Series A 8%  Preferred  Stock at or prior to the
issue  date of  this  Warrant.  The  terms  of the  Subscription  Agreement  are
incorporated herein by this reference.  Upon and after the occurrence and during
the  pendency  of a  Non-Registration  Event as  described  in the  Subscription
Agreement,  from and after the  Effective  Date (as defined in the  Subscription
Agreement);  then, within five days after written demand to the Company from the
Holder,  the  Company  will  pay to the  Holder  of  this  Warrant,  in  lieu of
delivering  Common Stock,  a sum equal to the closing ask price of the Company's
Common  Stock on the NASD OTC  Bulletin  Board or such other  principal  trading
market for the Company's Common Stock on the trading date immediately  preceding
the date notice is given by the Holder, less the Purchase Price of this Warrant,
for each share of Common Stock designated in such notice from the Holder.
<PAGE>
     10. Call Option.  The Company  shall have the option to "call" the Warrants
(the "Warrant Call"), in accordance with and governed by the following:

          (a) The Company  shall  exercise  the  Warrant  Call by giving to each
     Warrant  Holder a written  notice of call (the  "Call  Notice")  during the
     period in which the Warrant Call may be exercised.

          (b) The  Company's  right to exercise the Warrant Call shall  commence
     with the Actual  Effective  Date,  as  defined  in  Section  11.2(a) of the
     Subscription  Agreement  and  thereafter,  shall  be  coterminous  with the
     exercise  period of the  Warrants  for a maximum of 50% of the Common Stock
     issuable  upon  the  exercise  of  this  Warrant  (the  "Warrant  Shares"),
     provided, that the registration statement is effective at the date the Call
     Notice is given and through the period ending 14 business days  thereafter.
     In no event may the Company  exercise  the Warrant  Call at any time unless
     the Warrant  Shares to be delivered  upon exercise of the Warrant,  will be
     upon delivery,  immediately resalable,  without restrictive legend and upon
     such resale freely transferable on the transfer books of the Company.

          (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices
     must be given to all Warrant Holders who receive  Warrants  similar to this
     Warrant on or about the same issue date as this  Warrant in  proportion  to
     the  amounts  of Common  Stock  which can be  purchased  by the  respective
     Warrant Holders in accordance with the respective Warrant held by each.

          (d) The Company may give a Call Notice in connection with up to 50% of
     the Common  Stock  issuable  upon  exercise of this  Warrant  provided  the
     closing bid price of the Common  Stock as reported by the NASD OTC Bulletin
     Board of NASDAQ  SmallCap  Market for each of the thirty  days prior to the
     giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price
     and the  average  daily  trading  volume of the  Common  Stock  during  the
     Lookback Period is not less than 100,000 Common Shares.

          (e) The respective Warrant Holders shall exercise their Warrant rights
     and  purchase  the  appropriate  Warrant  Shares and pay for same within 14
     business days of the date of the Call Notice.  If the Warrant  Holder fails
     to timely pay the funds required by the Warrant Call, the Company may elect
     to cancel a corresponding amount of this Warrant.

          (f) The Company may not exercise the right to Call this Warrant or any
     part of it after the occurrence of a Non-Registration  Event, as defined in
     the  Subscription  Agreement,  unless  same were  subject to cure and cured
     during the stated cure period.

     11. Maximum Exercise.  The Holder shall not be entitled to exercise,  on an
exercise date,  this Warrant in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this proviso is being made on
an exercise date,  which would result in beneficial  ownership by the Holder and
its affiliates of more than 9.99% of the  outstanding  shares of Common Stock of
the  Company on such  exercise  date.  For the  purposes  of the  proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13d-3 thereunder.  Subject to the foregoing,  the Holder
shall not be limited to aggregate  exercises  which would result in the issuance
of more than 9.99%.  The restriction  described in this paragraph may be revoked
upon 75 days  prior  notice  from the  Holder to the  Company.  The  Holder  may
allocate  which of the equity of the Company  deemed  beneficially  owned by the
Holder shall be included in the 9.9% amount  described  above and which shall be
allocated to the excess above 9.99%.
<PAGE>
     12. Warrant Agent. The Company may, by written notice to the each holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

     13. Transfer on the Company's  Books.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

     14. Notices,  etc. 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,  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.

     15. 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  shall be construed  and enforced in  accordance  with and
governed by the laws of New York. Any dispute  relating to this Warrant shall be
adjudicated in New York State.  The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The  invalidity  or  unenforceability  of any  provision  hereof shall in no way
affect the validity or enforceability of any other provision.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>
         IN WITNESS WHEREOF, the Company has executed this Warrant under seal as
of the date first written above.

                                            ENDOVASC LTD., INC.



                                        By:_____________________________________

Witness:


------------------------------



<PAGE>
                                                                       Exhibit A
                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

TO:      ENDOVASC LTD., INC.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or

___ the  maximum  number  of  shares of Common  Stock  covered  by such  Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or

___ the  cancellation of such portion of the attached  Warrant as is exercisable
for a total of _______  shares of Common  Stock  (using a Fair  Market  Value of
$_______ per share for purposes of this calculation); and/or

___ the  cancellation  of such number of shares of Common Stock as is necessary,
in accordance  with the formula set forth in Section 2, to exercise this Warrant
with  respect  to the  maximum  number of shares  of Common  Stock  purchaseable
pursuant to the cashless exercise procedure set forth in Section 2.

     The undersigned requests that the certificates for such shares be issued in
the name of, and delivered to whose address is__________________________________
--------------------------------------------------------------------------------
------------------------------------

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:___________________           _____________________________________
                                    (Signature  must  conform  to name of holder
                                     as  specified  on the face of the Warrant)


                                    -------------------------------------
                                    (Address)
<PAGE>
                                                                       Exhibit B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)


     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the within  Warrant to  purchase  the  percentage  and number of
shares of Common  Stock of  ENDOVASC  LTD.,  INC.  to which the  within  Warrant
relates  specified  under the  headings  "Percentage  Transferred"  and  "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such  person  Attorney  to transfer  its  respective  right on the books of
ENDOVASC LTD., INC. with full power of substitution in the premises.

<TABLE>
<CAPTION>
======================================== ===================================== =====================================
<S>                                      <C>                                              <C>
              Transferees                Percentage                                          Number
                                         Transferred                                      Transferred
---------------------------------------- ------------------------------------- -------------------------------------


---------------------------------------- ------------------------------------- -------------------------------------


---------------------------------------- ------------------------------------- -------------------------------------


======================================== ===================================== =====================================
</TABLE>




Dated:                                           _______________________________
       ------------------------
                                    (Signature must conform to name of holder as
                                           specified on the face of the warrant)

Signed in the presence of:


-------------------------------                   ------------------------------
         (Name)                                             (address)

                                                  ------------------------------
ACCEPTED AND AGREED:                                        (address)
[TRANSFEREE]


---------------------------------
         (Name)