Exhibit 4.6

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT.

                      FORM OF COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                               Pharmos Corporation

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Rodman &
Renshaw, Inc. (the "Holder"), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on
or after March 26, 2004 (the "Initial Exercise Date") and on or prior to the
close of business on the three-year anniversary of the Initial Exercise Date
(the "Termination Date") but not thereafter, to subscribe for and purchase from
Pharmos Corporation, a corporation incorporated in the State of Nevada (the
"Company"), up to ____________ shares (the "Warrant Shares") of Common Stock,
par value $0.03 per share, of the Company (the "Common Stock"). The purchase
price of one share of Common Stock (the "Exercise Price") under this Warrant
shall be $2.04*, subject to adjustment hereunder. The Exercise Price and the
number of Warrant Shares for which the Warrant is exercisable shall be subject
to adjustment as provided herein. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement (the "Purchase Agreement"), dated September 26, 2003, between
the Company and the investors signatory thereto.

----------
*     the Closing Price on the Trading Day immediately prior to the Closing Date

<PAGE>

                  1.Title to Warrant. Prior to the Termination Date and subject
to compliance with applicable laws and Section 7 of this Warrant, this Warrant
and all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.

                  2. Authorization of Shares. The Company covenants that all
Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

                  3. Exercise of Warrant.

                     (a) Except as provided in Section 4 herein, exercise of the
      purchase rights represented by this Warrant may be made at any time or
      times on or after the Initial Exercise Date and on or before the
      Termination Date by the surrender of this Warrant and the Notice of
      Exercise Form annexed hereto duly executed, at the office of the Company
      (or such other office or agency of the Company as it may designate by
      notice in writing to the registered Holder at the address of such Holder
      appearing on the books of the Company) and upon payment of the Exercise
      Price of the shares thereby purchased by wire transfer or cashier's check
      drawn on a United States bank or by means of a cashless exercise pursuant
      to Section 3(d). Upon such exercise, the Holder shall be entitled to
      receive a certificate for the number of Warrant Shares so purchased.
      Certificates for shares purchased hereunder shall be delivered to the
      Holder within five Trading Days after the date on which this Warrant shall
      have been exercised as aforesaid. Notwithstanding anything herein to the
      contrary, in lieu of issuing certificates for shares purchased hereunder,
      upon mutual agreement of the Company and the Holder, the Company may
      authorize its transfer agent to issue shares through electronic
      transactions. This Warrant shall be deemed to have been exercised and such
      certificate or certificates shall be deemed to have been issued, and
      Holder or any other person so designated to be named therein shall be
      deemed to have become a holder of record of such shares for all purposes,
      as of the date the Warrant has been exercised by payment to the Company of
      the Exercise Price and all taxes required to be paid by the Holder, if
      any, pursuant to Section 5 prior to the issuance of such shares, have been
      paid. If the Company fails to deliver to the Holder a certificate or
      certificates representing the Warrant Shares pursuant to this Section 3(a)
      by the fifth Trading Day after the date of exercise, then the Holder will
      have the right to rescind such exercise. In addition to any other rights
      available to the Holder, if the Company fails to deliver to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to an
      exercise by the seventh Trading Day after the date of exercise, and if
      after such seventh Trading Day the Holder is required by its broker to
      purchase (in an open market transaction or otherwise) shares of Common
      Stock to deliver in satisfaction of a sale by the Holder of the Warrant
      Shares which the Holder anticipated receiving upon such exercise (a
      "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount
      by which (x) the Holder's total purchase price (including brokerage
      commissions, if any) for the shares of Common Stock so purchased exceeds
      (y) the amount obtained by multiplying (A) the number of Warrant Shares
      that the Company was required to deliver to the Holder in connection with
      the exercise at issue times (B) the price at which the sell order giving
      rise to such purchase obligation was executed, and (2) at the option of
      the Holder, either reinstate the portion of the Warrant and equivalent
      number of Warrant Shares for which such exercise was not honored or
      deliver to the Holder the number of shares of Common Stock

<PAGE>

      that would have been issued had the Company timely complied with its
      exercise and delivery obligations hereunder. For example, if the Holder
      purchases Common Stock having a total purchase price of $11,000 to cover a
      Buy-In with respect to an attempted exercise of shares of Common Stock
      with an aggregate sale price giving rise to such purchase obligation of
      $10,000, under clause (1) of the immediately preceding sentence the
      Company shall be required to pay the Holder $1,000. The Holder shall
      provide the Company written notice indicating the amounts payable to the
      Holder in respect of the Buy-In, together with applicable confirmations
      and other evidence reasonably requested by the Company. Nothing herein
      shall limit a Holder's right to pursue any other remedies available to it
      hereunder, at law or in equity including, without limitation, a decree of
      specific performance and/or injunctive relief with respect to the
      Company's failure to timely deliver certificates representing shares of
      Common Stock upon exercise of the Warrant as required pursuant to the
      terms hereof.

                     (b) If this Warrant shall have been exercised in part, the
      Company shall, at the time of delivery of the certificate or certificates
      representing Warrant Shares, deliver to Holder a new Warrant evidencing
      the rights of Holder to purchase the unpurchased Warrant Shares called for
      by this Warrant, which new Warrant shall in all other respects be
      identical with this Warrant.

                     (c) The Company shall not effect any exercise of this
      Warrant, and the Holder shall not have the right to exercise any portion
      of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that
      after giving effect to such issuance after exercise, the Holder (together
      with the Holder's affiliates), as set forth on the applicable Notice of
      Exercise, would beneficially own in excess of 4.99% of the number of
      shares of the Common Stock outstanding immediately after giving effect to
      such issuance. For purposes of the foregoing sentence, the number of
      shares of Common Stock beneficially owned by the Holder and its affiliates
      shall include the number of shares of Common Stock issuable upon exercise
      of this Warrant with respect to which the determination of such sentence
      is being made, but shall exclude the number of shares of Common Stock
      which would be issuable upon (A) exercise of the remaining, nonexercised
      portion of this Warrant beneficially owned by the Holder or any of its
      affiliates and (B) exercise or conversion of the unexercised or
      nonconverted portion of any other securities of the Company (including,
      without limitation, any other Debentures or Warrants) subject to a
      limitation on conversion or exercise analogous to the limitation contained
      herein beneficially owned by the Holder or any of its affiliates. Except
      as set forth in the preceding sentence, for purposes of this Section 3(c),
      beneficial ownership shall be calculated in accordance with Section 13(d)
      of the Exchange Act. To the extent that the limitation contained in this
      Section 3(c) applies, the determination of whether this Warrant is
      exercisable (in relation to other securities owned by the Holder) and of
      which a portion of this Warrant is exercisable shall be in the sole
      discretion of such Holder, and the submission of a Notice of Exercise
      shall be deemed to be such Holder's determination of whether this Warrant
      is exercisable (in relation to other securities owned by such Holder) and
      of which portion of this Warrant is exercisable, in each case subject to
      such aggregate percentage limitation, and the Company shall have no
      obligation to verify or confirm the accuracy of such determination. For
      purposes of this Section 3(c), in determining the number of outstanding
      shares of Common Stock, the Holder may rely on the number of outstanding
      shares of Common Stock as reflected in (x) the Company's most recent Form
      10-Q or Form 10-K, as the case may be, (y) a more recent public
      announcement by the Company or (z) any other notice by the Company or the
      Company's Transfer Agent setting forth the number of shares of Common
      Stock outstanding. Upon the written or oral request of the Holder, the
      Company shall within two Trading Days confirm orally and in writing to the
      Holder the number of shares of Common Stock then outstanding. In any case,
      the number of outstanding shares of Common Stock shall be determined after
      giving effect to the conversion or exercise of securities of the Company,
      including this

<PAGE>


      Warrant, by the Holder or its affiliates since the date as of which such
      number of outstanding shares of Common Stock was reported. The provisions
      of this Section 3(c) may be waived by the Holder upon, at the election of
      the Holder, not less than 61 days' prior notice to the Company, and the
      provisions of this Section 3(c) shall continue to apply until such 61st
      day (or such later date, as determined by the Holder, as may be specified
      in such notice of waiver).

                     (d) If at any time after one year from the date of issuance
      of this Warrant there is no effective Registration Statement registering
      the resale of the Warrant Shares by the Holder, this Warrant may also be
      exercised at such time by means of a "cashless exercise" in which the
      Holder shall be entitled to receive a certificate for the number of
      Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
      (A), where:

                  (A) = the average of the Closing Prices on the three Trading
                        Days immediately preceding the date of such election;

                  (B) = the Exercise Price of the Warrants, as adjusted; and

                  (X) = the number of Warrant Shares issuable upon exercise of
                        the Warrants in accordance with the terms of this
                        Warrant.

                  4. No Fractional Shares or Scrip. No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

                  5. Charges, Taxes and Expenses. Issuance of certificates for
Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that in the event
certificates for Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder; and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

                  6. Closing of Books. The Company will not close its
stockholder books or records in any manner which prevents the timely exercise of
this Warrant, pursuant to the terms hereof.

                  7. Transfer, Division and Combination.

                     (a) Subject to compliance with any applicable securities
            laws and the conditions set forth in Sections 1 and 7(f) hereof and
            to the provisions of Section 4.1 of the Purchase Agreement, this
            Warrant and all rights hereunder are transferable, in whole or in
            part, upon surrender of this Warrant at the principal office of the
            Company, together with a written assignment of this Warrant
            substantially in the form attached hereto duly executed by the
            Holder or its agent or attorney and funds sufficient to pay any
            transfer taxes payable upon the making of such transfer. Upon such
            surrender and, if required, such payment, the Company shall execute
            and deliver a new Warrant or Warrants in the name of the assignee or
            assignees and in the denomination or denominations specified in such
            instrument of assignment, and shall issue to the assignor a new
            Warrant evidencing the

<PAGE>

            portion of this Warrant not so assigned, and this Warrant shall
            promptly be cancelled. A Warrant, if properly assigned, may be
            exercised by a new holder for the purchase of Warrant Shares without
            having a new Warrant issued.

                     (b) This Warrant may be divided or combined with other
            Warrants of like tenor and terms upon presentation hereof at the
            aforesaid office of the Company, together with a written notice
            specifying the names and denominations in which new Warrants are to
            be issued, signed by the Holder or its agent or attorney. Subject to
            compliance with Section 7(a), as to any transfer which may be
            involved in such division or combination, the Company shall execute
            and deliver a new Warrant or Warrants in exchange for the Warrant or
            Warrants to be divided or combined in accordance with such notice.

                     (c) The Company shall prepare, issue and deliver at its own
            expense (other than transfer taxes) the new Warrant or Warrants
            under this Section 7.

                     (d) The Company agrees to maintain, at its aforesaid
            office, books for the registration and the registration of transfer
            of the Warrants.

                     (e) If, at the time of the surrender of this Warrant in
            connection with any transfer of this Warrant, the transfer of this
            Warrant shall not be registered pursuant to an effective
            registration statement under the Securities Act and under applicable
            state securities or blue sky laws, the Company may require, as a
            condition of allowing such transfer (i) that the Holder or
            transferee of this Warrant, as the case may be, furnish to the
            Company a written opinion of counsel (which opinion shall be in
            form, substance and scope customary for opinions of counsel in
            comparable transactions) to the effect that such transfer may be
            made without registration under the Securities Act and under
            applicable state securities or blue sky laws, (ii) that the holder
            or transferee execute and deliver to the Company an investment
            letter in form and substance acceptable to the Company and (iii)
            that the transferee be an "accredited investor" as defined in Rule
            501(a) promulgated under the Securities Act.

                  8. No Rights as Shareholder until Exercise. This Warrant does
not entitle the Holder to any voting rights or other rights as a shareholder of
the Company prior to the exercise hereof. Upon the surrender of this Warrant and
the payment of the aggregate Exercise Price (or by means of a cashless
exercise), the Warrant Shares so purchased shall be and be deemed to be issued
to such Holder as the record owner of such shares as of the close of business on
the later of the date of such surrender or payment.

                  9. Loss, Theft, Destruction or Mutilation of Warrant. The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it
(which, in the case of the Warrant, shall not include the posting of any bond),
and upon surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or
stock certificate.

                  10. Saturdays, Sundays, Holidays, etc. If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday, Sunday or legal holiday.

<PAGE>

                  11. Adjustments of Exercise Price and Number of Warrant
Shares; Stock Splits, etc. The number and kind of securities purchasable upon
the exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time upon the happening of any of the following. In case
the Company shall (i) pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock to holders of its outstanding Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (iv) issue any shares of its
capital stock in a reclassification of the Common Stock, then the number of
Warrant Shares purchasable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that the Holder shall be entitled to receive the
kind and number of Warrant Shares or other securities of the Company which it
would have owned or have been entitled to receive had such Warrant been
exercised in advance thereof. Upon each such adjustment of the kind and number
of Warrant Shares or other securities of the Company which are purchasable
hereunder, the Holder shall thereafter be entitled to purchase the number of
Warrant Shares or other securities resulting from such adjustment at an Exercise
Price per Warrant Share or other security obtained by multiplying the Exercise
Price in effect immediately prior to such adjustment by the number of Warrant
Shares purchasable pursuant hereto immediately prior to such adjustment and
dividing by the number of Warrant Shares or other securities of the Company
resulting from such adjustment. An adjustment made pursuant to this paragraph
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.

                  12. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of its property, assets or business to
another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of
common stock of the successor or acquiring corporation, or any cash, shares of
stock or other securities or property of any nature whatsoever (including
warrants or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation ("Other Property"), are
to be received by or distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive upon exercise of this
Warrant, the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

                  13. [INTENTIONALLY LEFT BLANK]

<PAGE>

                  14. Notice of Adjustment. Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall give notice thereof to the Holder, which notice shall state
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.

                  15. Notice of Corporate Action. If at any time:

                     (a) the Company shall take a record of the holders of its
      Common Stock for the purpose of entitling them to receive a dividend or
      other distribution, or any right to subscribe for or purchase any
      evidences of its indebtedness, any shares of stock of any class or any
      other securities or property, or to receive any other right, or

                     (b) there shall be any capital reorganization of the
      Company, any reclassification or recapitalization of the capital stock of
      the Company or any consolidation or merger of the Company with, or any
      sale, transfer or other disposition of all or substantially all the
      property, assets or business of the Company to, another corporation or,

                     (c) there shall be a voluntary or involuntary dissolution,
      liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

                  16. Authorized Shares. The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights under this
Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Stock may be listed.

                     Except and to the extent as waived or consented to by the
Holder, the Company

<PAGE>

shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

                     Before taking any action which would result in an
adjustment in the number of Warrant Shares for which this Warrant is exercisable
or in the Exercise Price, the Company shall obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

                  17. Miscellaneous.

      (a) Jurisdiction. This Warrant shall constitute a contract under the laws
      of New York, without regard to its conflict of law, principles or rules.

      (b) Restrictions. The Holder acknowledges that the Warrant Shares acquired
      upon the exercise of this Warrant, if not registered, will have
      restrictions upon resale imposed by state and federal securities laws.

      (c) Nonwaiver. No course of dealing or any delay or failure to exercise
      any right hereunder on the part of Holder shall operate as a waiver of
      such right or otherwise prejudice Holder's rights, powers or remedies,
      notwithstanding all rights hereunder terminate on the Termination Date.

      (d) Notices. Any notice, request or other document required or permitted
      to be given or delivered to the Holder by the Company shall be delivered
      in accordance with the notice provisions of the Purchase Agreement.

      (e) Successors and Assigns. Subject to applicable securities laws, this
      Warrant and the rights and obligations evidenced hereby shall inure to the
      benefit of and be binding upon the successors of the Company and the
      successors and permitted assigns of Holder. The provisions of this Warrant
      are intended to be for the benefit of all Holders from time to time of
      this Warrant and shall be enforceable by any such Holder or holder of
      Warrant Shares.

      (f) Limitation of Liability. No provision hereof, in the absence of any
      affirmative action by Holder to exercise this Warrant or purchase Warrant
      Shares, and no enumeration herein of the rights or privileges of Holder,
      shall give rise to any liability of Holder for the purchase price of any
      Common Stock or as a stockholder of the Company, whether such liability is
      asserted by the Company or by creditors of the Company.

      (g) Remedies. Holder, in addition to being entitled to exercise all rights
      granted by law, including recovery of damages, will be entitled to
      specific performance of its rights under this Warrant. The Company agrees
      that monetary damages would not be adequate compensation for any loss

<PAGE>

      incurred by reason of a breach by it of the provisions of this Warrant and
      hereby agrees to waive the defense in any action for specific performance
      that a remedy at law would be adequate.

      (h) Amendment. This Warrant may be modified or amended or the provisions
      hereof waived with the written consent of the Company and the Holder.

      (i) Severability. Wherever possible, each provision of this Warrant shall
      be interpreted in such manner as to be effective and valid under
      applicable law, but if any provision of this Warrant shall be prohibited
      by or invalid under applicable law, such provision shall be ineffective to
      the extent of such prohibition or invalidity, without invalidating the
      remainder of such provisions or the remaining provisions of this Warrant.

      (j) Headings. The headings used in this Warrant are for the convenience of
      reference only and shall not, for any purpose, be deemed a part of this
      Warrant.

                              ********************

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: September 26, 2003

                                            PHARMOS CORPORATION


                                            By: _______________________________
                                                       Name:
                                                       Title:

<PAGE>

                               NOTICE OF EXERCISE

To: Pharmos Corporation

            (1) The undersigned hereby elects to purchase ________ Warrant
Shares of Pharmos Corporation pursuant to the terms of the attached Warrant, and
tenders herewith such Warrant and payment of the exercise price in full,
together with all applicable transfer taxes, if any.

            (2) Payment shall take the form of (check applicable box):

                  |_| in lawful money of the United States; or

                  |_| the cancellation of such number of Warrant Shares as is
                  necessary, in accordance with the formula set forth in
                  subsection 3(d), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares purchasable pursuant to the
                  cashless exercise procedure set forth in subsection 3(d).

            (3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                  ______________________________________

The Warrant Shares shall be delivered to the following:

                  ______________________________________

                  ______________________________________

                  ______________________________________

            (3) Accredited Investor. The undersigned is an "accredited investor"
as defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

                                    [PURCHASER]


                                    By: ______________________________
                                        Name:
                                        Title:

                                    Dated: ________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

            FOR VALUE RECEIVED the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

                                                 Dated: ______________, _______

                           Holder's Signature: _____________________________

                           Holder's Address:   _____________________________

                                               _____________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.