Exhibit 4.5



Form of Common Stock Purchase Warrant dated November 5, 2002 between the Company
and certain investors
<PAGE>

VOID AFTER 5:00 P.M. EASTERN TIME ON NOVEMBER 5, 2005

NEITHER THIS WARRANT NOR THE WARRANT SHARES HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE
WARRANT SHARES UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH
WARRANT OR SUCH WARRANT SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF
1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM
AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS AND ITS AGENTS, STATING THAT
IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS,
OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF
1933.

                              GENDER SCIENCES, INC.
                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------


                                                        Warrant to Subscribe for
November 5, 2002                                _________ Shares of Common Stock


                         Not Transferable or Exercisable
                     Except Upon Conditions Herein Specified
                     ---------------------------------------

         THIS CERTIFIES that, for value received, _____________________________
(such person or entity and any successor and assign being hereinafter referred
to as the "Holder") is entitled to subscribe for and purchase from Gender
Sciences, Inc., a New Jersey corporation (hereinafter called the "Company"),
_____________ (_________) shares of Common Stock, (the "Common Stock"), of the
Company (such shares to be subject to adjustment in accordance with Sections 1
and 5 hereof, hereinafter sometimes called the "Warrant Shares") at an exercise
price of Seventy five Cents ($0.75) per share as adjusted in accordance with
Section 1 hereof (the "Strike Price'), at any time or from time to time from the
date hereof to and including November _, 2005 (the "Exercise Period").

         1.       Exercise of Warrant.

                  1.1      The rights represented by this Warrant may be
exercised by the Holder hereof, in whole at any time or in part from time to
time during the Exercise Period, but not as to a fractional share of Common
Stock, by the surrender of this Warrant (properly endorsed) at the principal
office of the Company, at 10 West Forest Avenue, Englewood, New Jersey 07631 (or
at such other agency or office of the Company in the United States of America as
the Company may designate by notice in writing to the Holder hereof at the
address of such Holder appearing on the books of the Company), and by payment to
the Company of the Strike Price in cash or by certified or official bank check
in United States Dollars for each share being purchased (the "Exercise

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Payment"); provided, however, that, at the option of the Holder, the Exercise
Payment may instead be satisfied by withholding from those Warrant Shares that
would otherwise be obtained upon such exercise (the "Total Warrant Shares") a
number of Warrant Shares having an aggregate Current Fair Market Value (as
defined below) equal to the aggregate Strike Price that would otherwise have
been payable for the Total Warrant Shares.

                  1.2      In the event of any exercise of the rights
represented by this Warrant, (i) a certificate or certificates for the shares of
Common Stock so purchased, registered in the name of the person entitled to
receive the same, shall be mailed to the Holder within a reasonable time after
the rights represented by this Warrant shall have been so exercised; provided,
however, that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
such certificate in a name other than that of the registered Holder thereof, and
the Company shall not be required to issue or deliver such certificates unless
or until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid; and (ii) unless this
Warrant has expired, a new Warrant representing the number of shares (except a
remaining fractional share), if any, with respect to which this Warrant shall
not then have been exercised shall also be issued to the Holder hereof within
such time. The person in whose name any certificate for shares of Common Stock
is issued upon exercise of this Warrant, shall for all purposes be deemed to
have become the Holder of record of such shares on the date on which this
Warrant was surrendered and payment of the Strike Price was made (unless the
cashless exercise option described in the foregoing proviso is selected by the
Holder), irrespective of the date of delivery of such certificate, except that,
if the date of such surrender and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the
Holder of record of such shares at the close of business on the next succeeding
date on which the stock transfer books are open. The issuance of any shares of
Common Stock pursuant to the terms of this Warrant shall at all times be subject
to compliance with all requirements of the Securities Act of 1933, as amended,
and with all applicable foreign and state securities and blue sky laws then in
effect. If the Holder elects to use the cashless exercise option described in
Section 1.1 above to exercise this Warrant by withholding a portion of the Total
Warrant Shares, this Warrant shall be terminated with respect to the number of
Total Warrant Shares withheld.

                  1.3      Current Fair Market Value. For the purposes of this
Warrant, the "Current Fair Market Value" of each share of Common Stock shall be
determined as follows:

                           1.3.1    If the Common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such an
exchange, the Current Fair Market Value shall be the average of the last
reported sale prices of the Common Stock on such exchange based on the last
thirty (30) Business Days (as defined below) prior to the date of exercise of
this Warrant, or, if the Common Stock is not so listed or admitted to unlisted
trading privileges on a national securities exchange but is listed on NASDAQ,
the Current Fair Market Value shall be the average of the last reported sale
prices of the Common Stock on NASDAQ based on the last thirty (30) Business Days
prior to the date of exercise of this Warrant; or

                           1.3.2    If the Common Stock is not so listed or
admitted to unlisted trading privileges on a national securities exchange or
quoted on NASDAQ, the Current Fair Market Value shall be the average mean of the

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<PAGE>

last closing bid and asked prices reported on the last five (5) Business Days
prior to the date of exercise of this Warrant (x) by NASDAQ, or (y) if reports
are unavailable under clause (x) above, by the National Quotation Bureau
Incorporated ("NAB"); or

                           1.3.3    If the Common Stock is not so listed or
admitted to unlisted trading privileges on a national securities exchange and
bid and asked prices are not so reported by NASDAQ or NAB, the Current Fair
Market Value shall be an amount per share, determined in such reasonable manner
as may be prescribed by the Company's Board of Directors in good faith.

                           1.3.4    As used in this Section 3, "Business Day"
means any day other than a Saturday or Sunday on which the relevant exchange,
system or service is open or available, as the case may be.

                  1.4      Adjustments in Number and Strike Prices of Warrant
Shares. If, pursuant to the Qualifying Equity Financing (as defined below), the
Company sells (i) Common Stock at a price per share less than the Strike Price,
then the Company shall exchange this Warrant for a warrant to purchase the same
number of shares of Common Stock at a price per share equal to the price per
share offered in the Qualifying Equity Financing; or (ii) Preferred Stock at a
price per share equal to or less than the Strike Price, then the Company shall
exchange the Warrant for warrant to purchase the same number of shares of
Preferred Stock at a price per share equal to the price per share offered in the
Qualifying Equity Financing. A "Qualified Equity Financing" shall mean an equity
financing in which the Company sells shares of Common Stock or Preferred Stock
and obtains net proceeds (including conversion of all convertible notes in
connection with a bridge financing) in an amount not less than Two Million
Dollars ($2,000,000).

                  1.5      Covenants as to Common Stock. The Company covenants
and agrees all Warrant Shares will, upon issuance, be validly issued, fully paid
and nonassessable, and free from all taxes, liens and charges with respect to
the issue thereof. The Company currently has enough authorized shares sufficient
to effect the exercise of this Warrant. Notwithstanding the foregoing, the
Company's current authorized shares are not sufficient to effect the exercise of
this Warrant assuming full exercise and conversion of the Company's other
outstanding options and convertible securities. Accordingly, the Company hereby
covenants and agrees to expeditiously take such corporate action as may be
necessary to amend the Company's Articles of Incorporation to increase its
authorized but unissued shares of capital stock to the number of shares as shall
be sufficient for the conversion of all of its outstanding options and
convertible securities. If and so long as the Common Stock issuable upon the
exercise of this Warrant is listed on any national securities exchange, the
Company will, if permitted by the rules of such exchange, list and keep listed
on such exchange, upon official notice of issuance, all of the Warrant Shares.

         2.       Transfer.

                  2.1      Securities Laws. Neither this Warrant nor the Warrant
Shares have been registered under the Securities Act of 1933. The Company will
not transfer this Warrant or the Warrant Shares unless (i) there is an effective

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<PAGE>

registration covering such Warrant or such shares, as the case may be, under the
Securities Act of 1933 and applicable states securities laws, (ii) it first
receives a letter from an attorney, acceptable to the Company's board of
directors or its agents, stating that in the opinion of the attorney the
proposed transfer is exempt from registration under the Securities Act of 1933
and under all applicable state securities laws, or (iii) the transfer is made
pursuant to Rule 144 under the Securities Act of 1933.

                  2.2      Compliance With Blue Sky Laws. The Company will be
able to issue the Warrant Shares upon exercise of the Warrant only if there is a
then current Offering Memorandum or registration statement available for and
distributed to the Warrant Holders relating to such Common Stock, and only if
such Warrant and Common Stock is qualified for sale or exempt from qualification
under applicable state securities laws of the jurisdiction in which the Holders
of the Warrants reside. The Company reserves the right in its sole discretion to
determine not to apply for exemptions or to register such Common Stock in any
jurisdiction where the time and expense do not justify the costs of such
exemption filing or registration. The Warrants may be deprived of any value in
the event the Company does not satisfy or the Company chooses not to satisfy any
such requirements. Although it is the present intention of the Company to
satisfy such requirements, there can be no assurance the Company will be able to
do so; provided, however, the Company will not be permitted to accelerate the
termination of the Exercise Period of these Warrants unless such acceleration is
accomplished in full compliance with Section 1 hereof.

                  2.3      Investment Representations. The Holder of the Warrant
agrees and acknowledges the Warrant is being purchased for his own account, for
investment purposes only, that he, she or it either has a prior personal or
business relationship with the officers, directors or controlling persons, or by
reason of his business or financial experience, or the business or financial
experience of he and his professional advisors who are unaffiliated with and not
compensated by the Company, could be reasonably assumed to have the capacity to
protect his, her or its own interests in connection with the purchase of and the
exercise of the Warrants, and not for the account of any other person, and not
with a view to distribution, assignment or resale to others or to
fractionalization in whole or in part, and the Holder further represents,
warrants and agrees as follows: no other person has or will have a direct or
indirect beneficial interest in this Warrant and the Holder will not sell,
hypothecate or otherwise transfer his Warrant except in accordance with the Act
and applicable state securities laws or unless, in the opinion of counsel for
the Holder acceptable to the Company, an exemption from the registration
requirements of the Securities Act and such state laws is available.

                  2.4      Conditions to Transfer. Prior to any such proposed
transfer, and as a condition thereto, if such transfer is not made pursuant to
an effective registration statement under the Securities Act, the Holder will,
if requested by the Company, deliver to the Company (i) an investment covenant
signed by the proposed transferee, (ii) an agreement by such transferee that the
restrictive investment legend set forth above be placed on the certificate or
certificates representing the securities acquired by such transferee, (iii) an
agreement by such transferee that the Company may place a "stop transfer order"
with its transfer agent or registrar, and (iv) an agreement by the transferee to
indemnify the Company to the same extent as set forth in the next succeeding
paragraph.

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<PAGE>

                  2.5      Indemnity. The Holder acknowledges the Holder
understands the meaning and legal consequences of this Section, and the Holder
hereby agrees to indemnify and hold harmless the Company, its representatives
and each officer, director, agent, and legal counsel thereof from and against
any and all loss, damage or liability (including all attorneys' fees and costs
incurred in enforcing this indemnity provision) due to or arising out of (a) the
inaccuracy of any representation or the breach of any warranty of the Holder
contained in, or any other breach of, this Warrant, (b) any transfer of any of
this Warrant or the Warrant Shares in violation of the Securities Act of 1933,
the Securities Exchange Act of 1934, as amended, or the rules and regulations
promulgated under either of such acts, (c) any transfer of this Warrant or any
of the Warrant Shares not in accordance with this Warrant or (d) any untrue
statement or omission to state any material fact in connection with the
investment representations or with respect to the facts and representations
supplied by the Holder to counsel to the Company upon which its opinion as to a
proposed transfer shall have been based.

                  2.6      Holdback Period and Transfer. Except as specifically
restricted hereby, this Warrant and the Warrant Shares issued may be transferred
by the Holder in whole or in part at any time or from time to time. Upon
surrender of this Warrant certificate to the Company or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, and upon compliance with
the foregoing provisions, the Company shall, without charge, execute and deliver
a new Warrant certificate in the name of the assignee named in such instrument
of assignment, and this Warrant certificate shall promptly be canceled. Any
assignment, transfer, pledge, hypothecation or other disposition of this Warrant
attempted contrary to the provisions of this Warrant, or any levy of execution,
attachment or other process attempted upon this Warrant, shall be null and void
and without effect.

         3.       Rights of the Holder. The Holder shall not, by virtue hereof,
be entitled to any rights of a stockholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.

         4.       Anti-Dilution Provisions.

                  4.1      Stock Splits, Dividends, Etc.

                           4.1.1    If the Company shall at any time after the
date hereof subdivide its outstanding shares of Common Stock (or other
securities at the time receivable upon the exercise of the Warrant) by
recapitalization, reclassification or split-up thereof, or if the Company shall
declare a stock dividend or distribute shares of Common Stock to its
stockholders, the number of shares of Common Stock subject to this Warrant
immediately prior to such subdivision shall be proportionately increased, and if
the Company shall at any time combine the outstanding shares of Common Stock by
recapitalization, reclassification or combination thereof, the number of shares
of Common Stock subject to this Warrant immediately prior to such combination
shall be proportionately decreased. Any such adjustment to the Strike Price
pursuant to this Section shall be effective at the close of business on the
effective date of such subdivision or combination or if any adjustment is the
result of a stock dividend or distribution then the effective date for such
adjustment based thereon shall be the record date therefor.

                                       -6-
<PAGE>

                           4.1.2    Whenever the number of shares of Common
Stock purchasable upon the exercise of this Warrant is adjusted, as provided in
this Section, the Strike Price shall be adjusted to the nearest cent by
multiplying such Strike Price immediately prior to such adjustment by a fraction
(x) the numerator of which shall be the number of shares of Common Stock
purchasable upon the exercise immediately prior to such adjustment, and (y) the
denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.

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

                  4.3      Certificate as to Adjustments. In each case of an
adjustment in the number of shares of Common Stock receivable on the exercise of
this Warrant, the Company at its expense shall promptly compute such adjustment
in accordance with the terms of the Warrant and prepare a certificate executed
by an officer of the Company setting forth such adjustment and showing the facts
upon which such adjustment is based. The Company shall forthwith mail a copy of
each such certificate to each Holder.

                  4.4      Notices of Record Date, Etc. In case:

                           4.4.1    the Company shall take a record of the
holders of its Common Stock (or other securities at the time receivable upon the
exercise of the Warrant) for the purpose of entitling them to receive any
dividend (other than a cash dividend at the same rate as the rate of the last
cash dividend theretofore paid) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities, or to receive any other right; or

                           4.4.2    of any voluntary or involuntary dissolution,
liquidation or winding-up of the Company, then, and in each such case, the
Company shall mail or cause to be mailed to each Holder a notice specifying, as
the case may be, (A) the date on which a record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (B) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any,
to be fixed, as to which the holders of record of Common Stock (or such other
securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or

                                       -7-
<PAGE>

winding-up. Such notice shall be mailed at least twenty (20) days prior to the
date therein specified, and this Warrant may be exercised prior to said date
during the term of the Warrant.

                  4.5      Threshold for Adjustments. Anything in this Section
to the contrary notwithstanding, the Company shall not be required to give
effect to any adjustment until the cumulative resulting adjustment in the Strike
Price pursuant to this Section shall have required a change of the Strike Price
by at least $0.10. No adjustment shall be made by reason of the issuance of
shares upon conversion rights, stock issuance rights or similar rights currently
outstanding or any change in the number of treasury shares held by the Company.

         5.       Legend and Stop Transfer Orders. Unless the Warrant Shares
have been registered under the Securities Act, upon exercise of any of this
Warrant and the issuance of any of the Warrant Shares, the Company shall
instruct its transfer agent, if any, to enter stop transfer orders with respect
to such shares, and all certificates representing shares of Warrant Shares shall
bear on the face thereof substantially the following legend:

                  This certificate has not been registered under the Securities
                  Act of 1933. The Company will not transfer this certificate
                  unless (i) there is an effective registration covering the
                  shares represented by this certificate under the Securities
                  Act of 1933 and all applicable state securities laws, (ii) it
                  first receives a letter from an attorney, acceptable to the
                  board of directors or its agents, stating that in the opinion
                  of the attorney the proposed transfer is exempt from
                  registration under the Securities Act of 1933 and under all
                  applicable state securities laws, (iii) the transfer is made
                  pursuant to Rule 144 under the Securities Act of 1933.

         6.       Officer's Certificate. Whenever the number or kind of
securities purchasable upon exercise of this Warrant or the Strike Price shall
be adjusted as required by the provisions hereof, the Company shall forthwith
file with its Secretary or Assistant Secretary at its principal office and with
its stock transfer agent, if any, an officer's certificate showing the adjusted
number of kind of securities purchasable upon exercise of this Warrant and the
adjusted Strike Price determined as herein provided and setting forth in
reasonable detail such facts as shall be necessary to show the reason for and
the manner of computing such adjustments. Each such officer's certificate shall
be made available at all reasonable times for inspection by the Holder and the
Company shall, forthwith after each such adjustment, mail by certified mail a
copy of such certificate to the Holder.

         7.       Transfer of Warrant. Subject to Section 3 hereof, this Warrant
and all rights hereunder are transferable in whole (or in part), at the agency
of office of the Company referred to in Section 1 hereof by the Holder hereof in
person or by duly authorized attorney, upon surrender of this Warrant properly
endorsed. 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, when 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 all purposes and as the person entitled to exercise the rights

                                       -8-
<PAGE>

represented by this Warrant, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until each transfer on
such books, the Company may treat the registered Holder hereof as the owner
hereof for all purposes.

         8.       Elimination of Fractional Interests. The Company shall not be
required to issue stock certificates representing fractions of shares of Common
Stock, nor shall it be required to issue script or pay cash in lieu of
fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated.

         9.       Exchange of Warrant. Subject to the limitations set forth
herein this Warrant is exchangeable, upon the surrender hereof by the Holder
hereof at the office or agency of the Company designated in Section 1 hereof,
for a new Warrant of like tenor representing the right to subscribe for and
purchase the number of Warrant Shares which may be subscribed for and purchased
hereunder.

         10.      Notices to Warrant Holders. Nothing contained in this Warrant
shall be construed as conferring upon the Holder hereof the right to vote or to
consent to or receive notice as a shareholder in respect of any meetings of
shareholders for the election of Directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company. If, however, at any time
prior to the expiration of the Warrant and prior to its exercise, any of the
following events shall occur:

                  10.1     The Company shall offer to all of the holders of its
Common Stock any additional shares of stock of the Company or securities
convertible into or exchangeable for shares of stock of the Company, or any
option, right or warrant to subscribe therefor; or

                  10.2     A dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or merger) or a sale of
all or substantially all of its property, assets and business as an entirety
(whether by merger, consolidation or sale of assets) shall be proposed; then, in
any one or more of said events, the Company shall give written notice of such
events at least fifteen (15) days prior to the date fixed as a record date or
the date of closing the transfer books for the determination of the shareholders
entitled to such convertible or exchangeable securities or subscription rights,
or entitled to vote on such proposed dissolution, liquidation, winding up or
sale. Such notice shall specify such record date or the date of closing the
transfer books, as the case may be. Failure to give such notice or any defect
therein shall not affect the validity of any action taken in connection with the
issuance of any convertible or exchangeable securities, or subscription rights,
options or warrants, or any proposed dissolution, liquidation, winding up or
sale.

         11.      Lost, Stolen, Mutilated or Destroyed Warrant. Upon surrender
by the Holder of this Warrant to the Company, the Company at its expense will
issue in exchange therefor, and deliver to such Holder, a new Warrant. Upon
receipt of evidence 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, upon delivery by such Holder of an indemnity agreement or security
satisfactory to the Company, and in case of any such mutilation, upon surrender
and cancellation of this Warrant, the Company, upon reimbursement of all
reasonable expenses incident thereto, will issue and deliver to such Holder a

                                       -9-
<PAGE>

new Warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Warrant. Any Warrant delivered to such Holder in accordance with this Section 11
shall bear the same securities legends as the Warrant which it replaced.

         12.      Governing Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of New Jersey applicable to
contracts made therein.

         13.      Notices. Any communications between the parties or notices
provided for in this Agreement may be given by mailing them, first class,
postage prepaid, to Holder at:

         Name: _____________________
         Address: __________________
         ___________________________

and to the Company at:

         Gender Sciences, Inc.
         10 West Forest Avenue
         Englewood, New Jersey 07631
         Attn: Eugene Terry

With a copy to:

         Foley & Lardner
         402 West Broadway, 23rd Floor
         San Diego, California 92101
         Attn: Kenneth D. Polin

or to such other address as either party may indicate to the other in writing
after the date of this Agreement.

         14.      Successors. All the covenants, agreements, representations and
warranties contained in this Warrant shall bind the parties hereto and their
respective heirs, executors, administrators, distributees, successors and
assigns.

         15.      Headings. The Article and Section headings in this Warrant are
inserted for purposes of convenience only and shall have no substantive effect.

                  [Remainder of Page Intentionally Left Blank]


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<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by a duly authorized officer under its corporate seal and to be dated
as of the date first above written.

"Company"                              Gender Sciences, Inc., a New Jersey
                                       corporation


                                       /s/ EUGENE TERRY
                                       -----------------------------------------
                                       Eugene Terry, Chairman


"Holder"                               Name


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



                           [Signature Page to Warrant]


                                      -11-
<PAGE>

                               FORM OF ASSIGNMENT
                               ------------------

[To be signed only upon transfer of the Warrant]


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto , all of the rights represented by the within Warrant to purchase shares of
Common Stock of Gender Sciences, Inc. to which the within Warrant relates, and
appoints Kenneth D. Polin as the attorney to transfer such rights on the books
of Gender Sciences, Inc. with full power of substitution in the premises.


Dated

_________________________                   ___________________________________
                                                        (Signature)



                                            ___________________________________

                                            ___________________________________
                                                         (Address)


Notarization Required:
<PAGE>

                                FORM OF EXERCISE
                                ----------------

[To be signed only upon exercise of the Warrant]


         THE UNDERSIGNED, the Holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __________ shares of Common Stock of Gender Sciences, Inc.
and herewith tenders payment of $______________ in full payment of the exercise
price for such shares, and requests that the certificates for such shares be
issued in the name of, and delivered to, _________________________ whose address
is ______________________________________



Dated

_________________________                   ___________________________________
                                                        (Signature)



                                            ___________________________________

                                            ___________________________________
                                                         (Address)