<PAGE>

EXHIBIT 10.42

                                 PROMISSORY NOTE

         $_________                                               Rochester, NY
                                                              February 25, 2003


         FOR VALUE RECEIVED, Sheffield Pharmaceuticals, Inc. ("Maker") does
hereby promise to pay to the order of ________________ ("Holder"), at such
address or at such other place as may be designated by notice of Holder to
Maker, (i) the principal sum of __________________________ dollars ($_________)
on the closing of a licensing transaction for the Company's unit dose product
("Product"), (the "Maturity Date"); together with (ii) interest on any principal
amounts outstanding hereunder from the date hereof until said principal amount
is paid in full, payable on the final day when said principal amount becomes due
at an interest rate per annum equal at all times to nine percent (9.0%) and
(iii) a premium amount of one hundred percent (100%) of the principal amount
outstanding under this promissory note (collectively, the "Maturity Payments").
Interest on this Note shall be computed on a basis of a year of 365 or 366 days,
as the case may be, for the actual number of days elapsed (including the first
day but excluding the last day).

         Maker may prepay this Note in whole or in part, with accrued interest
through the date of such prepayment on the amount prepaid. The Holder
acknowledges that it has had an opportunity to review the Maker's public filings
and other information provided by the Maker as well as to speak with the
officers of the Maker regarding its business and financial circumstances.
Further, the Holder is making this investment as a private transaction for
investment purposes only. The Holder is a sophisticated, knowledgeable investor
and is aware of the difficult cash and financial condition of the Maker and the
significance of the proceeds of this transaction to the continued operation of
the Maker's business.

         On the Maturity Date, the Company shall make all Maturity Payments that
are due and owing, and to issue to the Holder a warrant to purchase __________
shares of Common Stock in the form as provided in the attached Exhibit A.

         The Holder shall have a priority secured interest in the Company's
interest in the Unit Dose Budesonide Product. The security agreement may be
evidenced by a UCC filing, which shall be released by the Holder upon repayment
of the Maturity Payments. As security for the repayment of all liabilities
arising under this Note, the Maker hereby grants to the Holder a security
interest in and lien on the Product.

         Maker agrees to pay on demand all reasonable costs and expenses, if any
(including reasonable counsel fees and expenses), incurred by Holder in
connection with the enforcement of this Note.

         If any of the following events shall occur and be continuing:

         (a)      Maker shall fail to make any payment of principal or interest
                  when the same becomes due and payable and such failure shall
                  remain unremedied for three (3) days; or

         (b)      Any proceeding shall be instituted by or against Maker seeking
                  to adjudicate it a bankrupt or insolvent, or seeking
                  protection of its debts under any law relating to bankruptcy
                  or insolvency or relief of debtors, or seeking the entry of an
                  order for relief or the appointment of a receiver, trustee,
                  custodian or other similar official for it or for any
                  substantial part of its property,

         Then, and in any such event, Holder may, by notice to Maker, declare
all outstanding principal and any other obligations of Maker hereunder,
including any interest and premium thereon, to be forthwith due and payable,
whereupon all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by Maker.

         All notices between Maker and Holder under this Note shall be made by
registered mail.

         This Note shall be governed by, and construed in accordance with, the
laws of the State of New York.

         IN WITNESS WHEREOF, Maker has executed this Note as of the day and year
first above written.




                                       1
<PAGE>

                                      SHEFFIELD PHARMACEUTICALS, INC.


                                      By
                                             ----------------------------------
                                      Name
                                             ----------------------------------
                                      Title
                                             ----------------------------------






                                       2

<PAGE>
                                                                      EXHIBIT A


                      THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
                      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                      AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,
                      ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A
                      REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS
                      BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE
                      SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
                      REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON THE
                      HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF
                      COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY
                      ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED
                      DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS
                      OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY"
                      OR OTHER STATE SECURITIES LAW.

                          COMMON STOCK PURCHASE WARRANT

               For the Purchase of _______ Shares of Common Stock

                                       of

                         SHEFFIELD PHARMACEUTICALS, INC.
                            (A Delaware Corporation)

1.       Warrant.

                  THIS CERTIFIES THAT, for value received, __________________
(the "Holder"), as registered owner of this Warrant, is entitled during the
period commencing ________ __, 200_ and ending at 5:00 p.m., EST, on ________
__, 200_, but not thereafter, to subscribe for, purchase and receive, in whole
or in part, up to ___________ (________) shares of Common Stock, par value $.01
per share (the "Common Stock"), of Sheffield Pharmaceuticals, Inc., a Delaware
corporation (the "Company") in accordance with the terms hereof.

                  The exercise price (the "Exercise Price") per share of Common
Stock shall be $.20 per share.

2.       Exercise.

                  In order to exercise this Warrant, the exercise form attached
hereto must be duly executed, completed and delivered to the Company, together
with this Warrant and payment of the applicable Exercise Price for the shares of
the Common Stock being purchased. If the rights represented hereby shall not
have been exercised before 5:00 p.m., EST, on __________ __, 200_ this Warrant
shall become and be void and without further force or effect and all rights
represented hereby shall cease and expire.

3.       Transfer.

                  3.1 General Restrictions. The registered Holder of this
Warrant, by his acceptance hereof, agrees that it shall not sell, transfer or
assign or hypothecate this Warrant without the prior written consent of the
Company. The shares of Common Stock issuable upon exercise of this Warrant shall
be subject to the additional transfer restrictions set forth below.

                  3.2 Restrictions Imposed by the Securities Act. The Holder by
accepting this Warrant confirms that the Warrants were acquired by the Holder
solely for investment and with no present intention to distribute any Warrants
or securities issuable upon the exercise thereof and that the Holder will
dispose of securities issuable upon the exercise hereof only in compliance with
applicable Federal and state securities laws. The shares of Common Stock
purchased upon exercise of this Warrant shall not be transferred unless and
until (i) the Company




                                      A-1
<PAGE>

has received the opinion of counsel for the Holder that such shares may be sold
pursuant to an exemption from registration under the Securities Act of 1933, as
amended (the "Securities Act"), the availability of which is established to the
reasonable satisfaction of the Company, or (ii) a registration statement
relating to such shares has been filed by the Company and declared effective by
the Securities and Exchange Commission.

                  Each certificate for securities purchased upon exercise of
this Warrant shall bear a legend substantially as follows unless such securities
have been registered under the Securities Act:

                  "The securities represented by this certificate have not been
                  registered under the Securities Act of 1933 (the "Act"). The
                  securities may not be offered for sale, sold or otherwise
                  transferred except (i) pursuant to an effective registration
                  statement under the Act or (ii) pursuant to an exemption from
                  registration under the Act in respect of which the Company has
                  received an opinion of counsel satisfactory to the Company to
                  such effect. Copies of the agreement covering both the
                  purchase of the securities and restricting their transfer may
                  be obtained at no cost by written request made by the holder
                  of record of this certificate to the Secretary of the Company
                  at the principal executive offices of the Company."

4.       New Warrants to be Issued.

                  4.1 Partial Exercise or Transfer. Subject to the restrictions
in Section 3 hereof, this Warrant may be exercised in whole or in part. In the
event of the exercise hereof in part, upon surrender of this Warrant for
cancellation, together with the duly executed exercise form, the Company shall
cause to be delivered to the Holder without charge a new warrant or new warrants
of like tenor with this Warrant in the name of the Holder evidencing the right
to purchase, in the aggregate, the remaining number of underlying shares of
Common Stock purchasable hereunder after giving effect to any such partial
exercise.

                  4.2 Lost Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
and of an indemnification in favor of the Company, reasonably satisfactory to
it, the Company shall execute and deliver a new warrant of like tenor and date.
Any such new warrants executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute an additional contractual obligation
on the part of the Company.

5.       Reservation.

                  The Company shall at all times reserve and keep available out
of its authorized shares of Common Stock, solely for the purpose of issuance
upon exercise of the Warrant, such number of authorized but unissued shares of
Common Stock, free from preemptive rights, as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the
Warrant and payment of the applicable Exercise Price therefor, all shares of
Common Stock shall be duly and validly issued, fully paid and nonassessable and
not subject to preemptive rights of any stockholder. The Company further
covenants and agrees that upon exercise of this Warrant and payment of the
applicable Exercise Price therefor, all shares of Common Stock shall be duly and
validly issued, fully paid and nonassessable and not subject to preemptive
rights of any stockholder. If the Common Stock is then listed on a national
securities exchange, all shares of Common Stock issued upon exercise of this
Warrant shall also be duly listed thereon.

6.       Adjustments.

                  The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment from to time as follows.

                  6.1 Merger, Sale of Assets, Etc. If at any time while this
Warrant, or any portion thereof, is outstanding and unexpired there shall be (i)
a reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash, or
otherwise, or (iii) a sale or transfer of the Company's properties and assets
as, or substantially as, an entirety to any other person, then as a part of such
reorganization, merger, consolidation, sale or transfer lawful provision shall
be made so that the holder of this Warrant shall thereafter be entitled to
receive upon



                                      A-2
<PAGE>

exercise of this Warrant, during the period specified herein and payment of the
Exercise Price then in effect, the number of shares of stock or other securities
or property of the successor corporation resulting from such reorganization,
merger, consolidation, sale or transfer that a holder of the shares deliverable
upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section 6. The
foregoing provisions of this Section 6 shall similarly apply to successive
reorganization, consolidations, mergers, sales and transfers and to the stock or
securities of any other corporation that are at the time receivable upon the
exercise of this Warrant. If the per-share consideration payable to the holder
hereof for shares in connection with any such transaction is in a form other
than cash or marketable securities, then the value of such consideration shall
be determined in good faith by the Company's Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the transaction, to
the end that the provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.

                  6.2 Reclassification, Etc. If the Company, at any time while
this Warrant, or any portion thereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Warrant exist into the same or a
different number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 6.

                  6.3 Split Subdivision or Combination of Shares. If the Company
at any time while this Warrant, or any portion thereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Warrant exist, into a different number of securities of the
same class, the Exercise Price for such securities shall be proportionately
decreased in the case of a split or subdivision or proportionately increased in
the case of a combination.

                  6.4 Adjustments for Dividends in Stock or Other Securities or
Property. If while this Warrant, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to which purchase rights under this
Warrant exist at the time shall have received, or, on or after the record date
fixed for the determination of eligible stockholders of the Company, shall have
become entitled to receive, without payment thereof, other or additional stock
or other securities or property (other than cash) of the Company by way of
dividend, then and in each case, this Warrant shall represent the right to
acquire, in addition to the number of shares of the security receivable upon
exercise of this Warrant, and without payment of additional consideration
thereof, the amount of such other or additional stock or other securities or
property (other than cash) of the Company that such holder would hold on the
date of such exercise had it been the holder of record of the security
receivable upon exercise of this Warrant on the date hereof and had thereafter,
during the period the date hereof to and including the date of such exercise,
retained such shares and/or other additional stock available by it as aforesaid
during such period, giving effect to all adjustments called for during such
period by the provisions of this Section 6.

                  6.5 Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 6, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each Holder of this Warrant a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based.

7.       Registration Rights.

                  7.1 "Piggy Back" Registration Rights. If the Company shall at
any time or from time to time after the date hereof determine to register any of
its securities with the Commission (other than by means of a registration
statement on a form (e.g., Form F-4, S-4 or S-8 or successor forms) which, by
its terms, could not be used for the sale and distribution of the Common Stock),
the Company shall:

         (a) promptly give notice thereof to the Holder; and



                                      A-3
<PAGE>

         (b) use its best efforts to effect the registration and any
             qualification of Common Shares issuable upon exercise of this
             warrant (the "Registrable Securities") requested to be so
             registered and qualified in writing by the Holder.

                  7.2 Registration Procedures. If and whenever the Company is
required by the provisions of Section 6.1 to effect a registration under the
Securities Act, the Company will at its expense, as expeditiously as possible
prepare and file with the Commission an appropriate registration statement in
accordance with the Securities Act and the rules and regulation of the
Commission with respect to the resale of the Registrable Securities (a
"Registration Statement") and use its best efforts to cause such Registration
Statement to become and remain effective until the earlier of (i) all of the
Registrable Securities covered by such Registration Statement have been sold in
accordance with the intended methods of disposition of the Holder sets forth in
such Registration Statement and (ii) and expiration date of this Warrant, and
the Company shall prepare and file with the Commission such amendments to such
Registration Statement and supplements to the prospectus contained therein as
may be necessary to keep such Registration Statement effective and such
Registration Statement and such prospectus accurate and complete during such
period.

                  7.3 Expenses. The company shall bear all expenses in
connection with any registration under this Section 6, including, without
limitation, all registration and filing fees, printing expenses and fees and
disbursements of the Company's counsel and expense of any audits incident to or
required by any such registration, provided, that the Company shall not, in any
event, be required to bear the cost of any commissions and compensation paid,
and concessions and discounts allowed to, underwriters, dealers or others
performing similar functions in connection with the sale and distribution of the
Common Stock sold by the Holder.

                  7.4 Indemnification. (a) If Registrable Securities are
included in a Registration Statement, the Company will indemnify the Holder and
the directors, officers, employees, agents, affiliates and control persons
thereof, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on (A) any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or (B) any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (C) any violation by the Company of any rule or
regulation promulgated under the Securities Act or applicable state securities
laws and related to action or inaction required of the Company in connection
with any registration, qualification or compliance, and will reimburse the
Holder for any legal and any other expenses reasonable incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage or liability arises out of or is based
on any untrue statement or omission based upon written information furnished to
the Company by the Holder specifically for use therein.

                  (b) If Registrable Securities are included in an Registration
Statement, the Holder will indemnify the Company and the directors, officers,
employees, agents, affiliates and control person thereof, against all claims,
losses, damages and liabilities (or action in respect thereof) arising out of or
based on (A) any untrue statement (or alleged untrue statement) of a material
fact contained in any prospectus, offering circular or other document (including
any related registration statement, notification or the like) incident to any
such registration, qualification or compliance, or (B) any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (C) any violation by
the Holder of any rule or regulation promulgated under the Securities Act or
applicable state securities laws and relating to action or inaction required of
the Company in connection with any registration, qualification or compliance,
but only to the extent that such claims, losses, damages and liabilities (or
actions in respect thereof) occurs in reliance upon written information provided
to the Company by the Holder for use in connection with a Registration
Statement, and will reimburse the Company for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action.

                  (c) Each party entitled to indemnification under this Section
6.4 (sometimes referred to as the "Indemnified Party") shall give notice to the
party required to provide indemnification (the "Indemnifying Party") promptly
after such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that unless such failure
materially and



                                      A-4
<PAGE>
adversely affects the rights or abilities of the Indemnifying Party to defend
such action, the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
Section 6.4. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability with respect to such claim or
litigation. If any such Indemnified Party shall have reasonably concluded that
there may be one or more legal defenses available to such Indemnified Party that
are different from or additional to those available to the Indemnifying Party,
or that such claim or litigation involves or could have an effect upon matters
beyond the scope of the indemnity agreement provided in this Section 6.4, the
Indemnifying Party shall not have the right to assume the defense of such action
on behalf of such Indemnified Party and such Indemnifying Party shall reimburse
such Indemnified Party for that portion of the fees and expenses of any counsel
retained by the Indemnified Party that is reasonably related to the matters
covered by the indemnity agreement provided in this Section 6.4; provided, that
in no event shall the Indemnifying Party be liable to reimburse the fees or
expenses of more than one counsel retained by Indemnified Parties hereunder in
connection with any claim or litigation resulting from such claim.

                  (d) If the indemnification provided for in this Section 6.4
shall for any reason be unenforceable by an indemnified party, although
otherwise available in accordance with its terms, then each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of the losses, claims,
damages, liabilities or expenses with respect to which such indemnified party
has claimed indemnification, in such proportion as is appropriate to reflect the
relative fault of the indemnified party on the one hand and the indemnifying
party on the other in connection with the statements or omissions which resulted
in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The Company and the Holder agree that it
would not be just and equitable if contribution pursuant hereto were to be
determined by pro rata allocation or by any other method of allocation which
does not take into account such equitable considerations. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities or expenses referred to herein shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending against any action or claim which is the subject
hereof. No person guilty of fraudulent misrepresentation shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation.

         7.5 Information Provided by the Holder. The Holder shall furnish in
writing to the Company such information regarding such person and the
distribution proposed by such person as the Company may request in writing and
as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Section 6.

         7.6 Prospectuses, etc. The Company will, at its expense, furnish to the
Holder such number of prospectuses, offering circulars and other documents
incident to such registration and related qualification or compliance as such
Holder from time to time may reasonably request.

         7.7 Underwritten Offerings; Permitted Interruptions; Holdback Periods.
(a) In the event any registration under Section 7.1 is underwritten and the
managing underwriter determines that the inclusion of all Registrable Securities
that are to be included would materially interfere with the successful
completion thereof in the reasonable judgment of such managing underwriter, then
the number of Registrable Securities to be included may be reduced on the same
basis as other selling stockholders in such registration.

                  (b) With respect to any registration pursuant to Section 6.1
hereof, the Company shall have the right at any time on one occasion in respect
of any Registration Statement to delay the filing of such Registration Statement
or to withdraw such Registration Statement (or notify the holders of Registrable
Securities covered by such Registration Statement not to sell such Registrable
Securities pursuant to such Registration Statement) after the filing and the
effective date thereof (each such delay, withdrawal or notice is referred to
herein as a "Permitted Interruption") for a reasonable period of time (not to
exceed ninety (90) days in any such case, which may not thereafter be extended)
if, at such time: (i) the Company is engaged in any active program for the
repurchase of its Common Stock and furnishes a certificate to that effect to the
Holder or (ii) the Board of Directors of the Company shall determine in good
faith that such offering will interfere with a pending or contemplated
financing, merger, acquisition, sale of assets, recapitalization or other
similar corporate action of the Company and the Company furnishes a certificate
to that effect to the Holder. After such Permitted Interruption, the Company
shall use its best efforts to restore such Registration or to effect such
Registration (as the case may be) within thirty (30) days without further
request from the Holder, unless such request has been withdrawn by written
notice of the Holder.



                                      A-5
<PAGE>

                  (c) The Holder, if, as and when its Registrable Securities are
covered by a Registration Statement filed pursuant to Section 7.1 hereof,
agrees, if and to the extent requested by the managing underwriter or
underwriters, in the case of an underwritten offering (to the extent timely
notified in writing by the managing underwriter or underwriters), not to effect
any public sale or distribution of securities of the Company of any class
included in such Registration Statement, included a sale pursuant to Rule 144
(or any similar rule then in force) under the Securities Act, except as part of
such underwritten registration, during the ten (10) day period prior to, and a
period of up to one hundred twenty (120) days (as determined by the managing
underwriter or underwriters) beginning on, the effective date of any
underwritten offering made pursuant to such Registration Statement.

8.       Certain Notice Requirements.

                  8.1 Holder's Right to Receive Notice. Nothing herein shall be
construed as conferring upon the Holder the right to vote or consent or to
receive notice as a stockholder for the election of directors or any other
matter, or as having any rights whatsoever as a stockholder of the Company prior
to the exercise hereof (including the right to receive dividends). If, however,
at any time prior to the expiration of the Warrant and its exercise, any of the
events described in Section 6 shall occur, then, in one or more of said events,
the Company shall give written notice of such event at least ten (10) days prior
to the date fixed as a record date or the date of closing the transfer books for
the determination of the stockholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up, merger, consolidation,
reorganization or sale. Such notice shall specify such record date or the date
of the closing of the transfer books, as the case may be.

                  8.2 Transmittal of Notices. Any notice or other communication
or delivery required or permitted hereunder shall be in writing and shall be
delivered personally or sent by certified mail, postage prepaid, or by a
nationally recognized overnight courier service, and shall be deemed given when
so delivered personally or by overnight courier service, or, if mailed, three
(3) days after the date of deposit in the United States mails, as follows:

                  (i)      if to the Company, to:

                           Sheffield Pharmaceuticals, Inc.
                           3136 Winton Road South, Suite201
                           Rochester, New York 14623
                           Attention:  Chief Financial Officer

                  (ii)     if to the Holder, to the address of such Holder as
                           shown on the books of the Company.

Either of the Holder or the Company may change the foregoing address by notice
given pursuant to this Section 8.2.

9.       Miscellaneous.

                  9.1 Purchase for Investment. By his acceptance of this
Warrant, the Holder represents and warrants that the Holder has acquired this
Warrant for the Holder's own account for investment and not with the view to the
distribution thereof, except in accordance with applicable federal and state
securities laws. The Holder represents that he is an "accredited investor" as
such term is defined under Rule 501 of Regulation D promulgated under the
Securities Act. The Holder confirms that he has been advised that the Warrants
have not been, and the shares of Common Stock issuable upon exercise of this
Warrant Shares will not be, registered under the Securities Act and that he has
consulted with and been advised by counsel as to the restrictions on resale to
which this Warrant and such Shares will be subject.

                  9.2 Amendments. All modifications or amendments to this
Warrant shall require the written consent of each party.

                  9.3 Headings. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this Warrant.



                                      A-6
<PAGE>

                  9.4 Entire Agreement. This Warrant constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersede all prior agreements and understandings of the parties, oral and
written, with respect to the subject matter hereof.

                  9.5 Binding Effect. This Warrant shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representatives and assigns,
and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Warrant or
any provisions herein contained.

                  9.6      Governing Law.  This Warrant shall be governed by
and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflict of laws.

                  9.7 Waiver, Etc. The failure of the Company or the Holder to
at any time enforce any of the provisions of this Warrant shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Warrant or any provision hereof or the right of the Company or
any Holder to thereafter enforce each and every provision of this Warrant. No
waiver of any breach, noncompliance or nonfulfillment of any of the provisions
of this Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such
waiver is sought; and no waiver of any such breach, noncompliance or
nonfulfillment shall be construed or deemed to be a waiver of any other or
subsequent breach, noncompliance or nonfulfillment.

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer as of the __th day of _______ 200_.


                                            SHEFFIELD PHARMACEUTICALS, INC.



                                            By:
                                                  -----------------------------
                                            Name:
                                                  -----------------------------
                                            Its:
                                                  ------------------------------

AGREED AND ACCEPTED:


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

Name:
      --------------------------







                                      A-7
<PAGE>


Form to be used to exercise Warrant:

Sheffield Pharmaceuticals, Inc.
3136 Winton Road South, Suite 201
Rochester, New York 14623
Attention:  Chief Financial Officer

Date: ________________, 200__


         The Undersigned hereby elects irrevocably to exercise the within
Warrant and to purchase __________ shares of Common Stock of Sheffield
Pharmaceuticals, Inc. and hereby makes payment of $_____________ (at the rate of
$______________ per share) in payment of the Exercise Price pursuant thereto.
Please issue the shares as to which this Warrant is exercised in accordance with
the instructions given below.

                                             ----------------------------------
                                             Signature


                                             ----------------------------------
                                             Signature Guaranteed



                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name
    ---------------------------------------------------------------------------
                            (Print in Block Letters)

Address
       ------------------------------------------------------------------------

                  NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Warrant in every particular without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.











                                      A-8