EXHIBIT 4.12

     Neither this Warrant nor the shares of Common Stock issuable on exercise of
this Warrant have been registered under the Securities Act of 1933. None of such
securities may be transferred in the absence of registration under such Act or
an opinion of counsel to the effect that such registration is not required.

                              THE BIOBALANCE CORP.

                                     WARRANT

DATED AS OF: November 7, 2002

Number  of  Shares:  10,000


Holder:




THIS  CERTIFIES  THAT  the  holder  of  this  Warrant  ("Holder") is entitled to
purchase  from  THE  BIOBALANCE CORP. a Delaware corporation (hereinafter called
the  "Company"),  at  the exercise price per share set forth below the number of
shares  of  the  Company's  common  stock  set forth above ("Common Stock"). The
exercise  price  of this Warrant is $1.50 per share.  The warrants expire on the
second  anniversary  of  the  date  hereof.

1.   Adjustment Provisions.     This Warrant is subject to the following further
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     provisions:

     (a)  If the Company shall at any time while the Warrant remains outstanding
     issue Common Stock by way of dividend or other distribution on any stock of
     the  Company  or  effect  a  stock  split  or  reverse  stock  split of the
     outstanding  shares  of  Common  Stock,  the  Purchase  Price  shall  be
     proportionately  decreased  in  the  case  of  such  issuance  (on  the day
     following  the  date fixed for determining shareholders entitled to receive
     such  dividend  or  other distribution) or such stock split or increased in
     the  case of such reverse stock split (on the date that such stock split or
     reverse  stock  split  shall become effective), by multiplying the Purchase
     Price  in  effect  immediately  prior to the stock dividend, stock split or
     reverse  stock split by a fraction, the numerator of which is the number of
     shares  of  Common  Stock  outstanding  immediately  prior  to  such  stock
     dividend,  stock split or reverse stock split, and the denominator of which
     is  the number of shares of Common Stock outstanding immediately after such
     stock  dividend,  stock  split  or  reverse  stock  split.

     (b)  In  case  of  any  reclassification,  capital  reorganization or other
     change  of  outstanding shares of Common Stock of the Company (other than a
     change in par value or as a result of an issuance of Common Stock by way of
     dividend or other distribution or of a stock split or reverse stock split),
     or  in  case  of  any  consolidation  or merger of the Company with or into
     another  corporation (other than a merger with a subsidiary in which merger
     the  Company is the continuing corporation and which does not result in any
     reclassification,  capital  reorganization  or  other change of outstanding
     shares  of  Common  Stock  of  the  Company  issuable upon exercise of this
     Warrant)  or  in  case  of any sale or conveyance to another corporation or
     other  change of outstanding shares of Common Stock of the Company issuable
     upon  exercise  of  the  Warrant)  or  in case of any sale or conveyance to
     another  corporation  of  the  property  of  the  Company  as a entirety or
     substantially  as  an  entirety,  the  Company


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     shall  cause  effective  provision to be made so that the Holder shall have
     the  right thereafter, by exercising this Warrant, to purchase the kind and
     amount of shares of stock and other securities and property receivable upon
     such  reclassification,  capital  reorganization  or  other  change,
     consolidation,  merger,  sale  or  conveyance  that  the  Holder would have
     obtained  had  he  or  it  exercised this Warrant immediately prior to such
     reclassification,  capital  reorganization  or other change, consolidation,
     merger,  sale or conveyance. Any such provision shall include provision for
     adjustments  which  shall  be as nearly equivalent as may be practicable to
     the  adjustments  provided for in this Warrant. The foregoing provisions of
     this  Section  shall  similarly apply to successive consolidations, merger,
     sales  and  conveyances.

     (c)  If  the  Company shall declare or pay a dividend or other distribution
     on  any  Common  Stock,  by  way of distribution of assets or spin-off (but
     other  than  a  dividend  payable  solely  in  shares  of Common Stock or a
     periodic  cash  dividend payable out of the Company's net income), then the
     Purchase  Price  will  be reduced to a price determined by multiplying such
     Purchase  Price  by  a  fraction, (x) the numerator which shall be the fair
     market value of a share of Common Stock immediately prior to declaration of
     such  dividend  or  distribution (the "initial value") less the fair market
     value  of  such  dividend  or  distribution applicable to a share of Common
     Stock,  in  each case as determined in good faith by the Board of Directors
     of  the  Company  and  (y)  the denominator of which shall be the aforesaid
     initial  value.

     (d)  Upon  any  adjustment  of Purchase Price pursuant to this Section, the
     Holder  shall  thereafter  (until  another  such adjustment) be entitled to
     purchase  upon  the  exercise  of  the  Warrant  with respect to which such
     adjustment  occurred,  at  the  new  Purchase  Price thereof, the number of
     shares,  calculated  to the nearest full share, obtained by multiplying the
     number  of shares of stock initially issuable upon exercise of such Warrant
     by the Purchase Price thereof in effect on the date hereof and dividing the
     product  so  obtained  by  the  new  Purchase  Price  thereof.

2.   This Warrant and the Common Stock issuable on exercise of this Warrant (the
     "Underlying  Shares")  may  be transferred, sold, assigned or hypothecated,
     only  if  registered  by  the Company under the Securities Act of 1933 (the
     "Act") or if the Company has received from counsel to the Company a written
     opinion  to  the  effect that registration of the Warrant or the Underlying
     Shares  is not necessary in connection with such transfer, sale, assignment
     or  hypothecation.  The  Warrant  and  the  Underlying  Shares  shall  be
     appropriately  legended  to  reflect  this  restriction  and  stop transfer
     instructions shall apply. The Holder shall through its counsel provide such
     information  as  is  reasonably  necessary in connection with such opinion.

3.   Registration  Rights
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     (a)  Piggy-Back  Registration Rights.  If, at any time the Company proposes
          --------------------------------
     to  prepare  and file a registration statement or post-effective amendments
     thereto  covering  the  Common  Stock of the Company for the Company or for
     selling stockholders of the Company (other than in connection with a merger
     or  acquisition,  pursuant to Form S-8 or successor form (collectively, the
     "Statement"),  the  Company  will give written notice by registered mail or
     facsimile  at  least  ten  (10)  days  prior  to  the  filing  of each such
     Statement, to the Holder or Holders of the Warrant or warrant Shares of its
     intention  to  do  so.  If  the Holder or Holders of the Warrant or Warrant
     Shares  notify  the  Company within five (5) days after receipt of any such
     notice  ofits  or their desire to include all Warrant Shares in the Company
     owned  by  such Holder in such proposed Statement, the Company shall afford
     such  Holder  or  Holders  the  opportunity to have all such Warrant Shares
     registered  under such Statement at the Company's sole cost and expense and
     at  no  cost  expense  to  such  Holder  or  Holders;  provided,


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     however, that if, in written opinion of the Company's managing underwriter,
     the  inclusion  of the Warrant Shares, when added to the Common Stock being
     registered  by the Company and any other selling stockholders participating
     in  such  underwritten  offering,  will  exceed  the  maximum amount of the
     Company's  Common  Stock  which  can be marketed, (i) at a price reasonably
     affecting  the  entire  offering,  then  the  current market value, or (ii)
     without  otherwise materially adversely affecting the entire offering, then
     the  Company may exclude from such offering all or a portion of the Warrant
     Shares  requested to be registered, such exclusion to be proportionate with
     any  other  selling stockholder. A Holder or Holders may not elect register
     only  a  portion of its or their shares. The Company agrees to use its best
     efforts to cause such Statement to be filed and to become effective, and to
     keep  the Prospectus included in such Statement, current either through the
     filing  of  periodic  reports  under  the  Exchange  Act,  or  by  filing
     Post-Effective Amendments to the Statement, so as to permit the public sale
     of  the  Warrant Shares for a period of six (6) consecutive months from the
     date  such  Statement  is declared effective by the Securities and Exchange
     Commission.  The  Holder  or  Holders  acknowledge,  however, that prior to
     effecting  any  sales  of  the  Warrant  Shares, the Holder or Holders will
     confirm  with  the Company that the Prospectus included in the Statement is
     up-to-date  and  that  such  shares may be lawfully sold. The Holder of the
     Warrant  Shares  has  no  other  registration  rights  with  respect to the
     underlying  Warrant  Shares  except those rights specified in Sections 3(a)
     and  3(b)  of  this  Warrant.

     Notwithstanding the provisions of this Section 3(a), the Company shall have
     the  right at any time after it shall have given written notice pursuant to
     this  Section 3(a) (irrespective of whether a written request for inclusion
     of  any  such Warrant Shares shall have been made) to elect not to file any
     such proposed Statement, or to withdraw the same after the filing but prior
     to  the  effective  date  thereof.

     (b)  Demand Registration Rights.  In the event that the Warrants shares are
          ---------------------------
     excluded  from registration as described in 3(a) above, the Company will at
     its own expense file a registration statement at the next earliest possible
     date following completion of its offering and include the shares underlying
     the  Warrants.  Such  registration  statement  may  be  a  post  effective
     amendment,  registration  under  Form S-3 or any other registration process
     available to it under current or then existing SEC guidelines. It is hereby
     expressly  agreed to between the parties that the Company shall, as soon as
     practicable  but  in  any  event  within  90  days  following  the  initial
     registration, cause a registration statement of the Common Stock underlying
     the  Warrants to be filed under the Securities Exchange Act with respect to
     an  offering,  in  part,  of  the  Registrable  Securities  (a  "Demand
     Registration").  In  the event that the Registration Statement is not filed
     by  the  90th  day following the offering, the Company agrees that it is in
     default under the terms of this Agreement. The Holder shall have all rights
     and  remedies  available to him to seek damages as well as to seek specific
     performance.

4.   Any permitted assignment of this Warrant shall be effected by the Holder by
     (i)  executing  the form of assignment at the end hereof, (ii) surrendering
     the  Warrant  for cancellation at the office of the Company, accompanied by
     the  opinion  of counsel to the Company referred to above; and (iii) unless
     in  connection  with  an  effective registration statement which covers the
     sale  of this Warrant and or the shares underlying the Warrant, delivery to
     the  Company  of a statement by the transferee (in a form acceptable to the
     Company  and its counsel) that such Warrant is being acquired by the Holder
     for investment and not with a view to its distribution or resale; whereupon
     the  Company  shall  issue,


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     in  the  name  or  names specified by the Holder (including the Holder) new
     Warrants  representing  in the aggregate rights to purchase the same number
     of  Shares  as are purchasable under the Warrant surrendered. Such Warrants
     shall  be exercisable immediately upon any such assignment of the number of
     Warrants  assigned.  The  transferor  will pay all relevant transfer taxes.
     Replacement  warrants  shall  bear  the  same  legend  as  is borne by this
     Warrant.

4    (a)  The  term  "Holder"  should  be deemed to include any permitted record
     transferee  of  this  Warrant.

5.   The  Company covenants and agrees that all shares of Common Stock which may
     be  issued  upon  exercise  hereof will, upon issuance, be duly and validly
     issued, fully paid and non-assessable and no personal liability will attach
     to  the  holder  thereof.  The  Company  further covenants and agrees that,
     during  the periods within which this Warrant may be exercised, the Company
     will  at  all  times  have  authorized  and reserved a sufficient number of
     shares  of  Common Stock for issuance upon exercise of this Warrant and all
     other  Warrants.

6.   This  Warrant  shall  not  entitle the Holder to any voting rights or other
     rights  as  a  stockholder  of  the  Company.

7.   In  the  event  that  as a result of reorganization, merger, consolidation,
     liquidation,  recapitalization, stock split, combination of shares or stock
     dividends payable with respect to such Common Stock, the outstanding shares
     of  Common  Stock  of the Company are at any time increased or decreased or
     changed  into or exchanged for a different number or kind of share or other
     security  of  the  Company  or  of  another  corporation,  then appropriate
     adjustments  in the number and kind of such securities then subject to this
     Warrant  shall  be made effective as of the date of such occurrence so that
     the  position of the Holder upon exercise will be the same as it would have
     been  had  it  owned immediately prior to the occurrence of such events the
     Common  Stock  subject  to  this  Warrant.  Such  adjustment  shall be made
     successively  whenever  any  event listed above shall occur and the Company
     will notify the Holder of the Warrant of each such adjustment. Any fraction
     of  a share resulting from any adjustment shall be eliminated and the price
     per  share  of  the  remaining  shares  subject  to  this  Warrant adjusted
     accordingly.

8.   The  rights represented by this Warrant may be exercised at any time within
     the  period  above  specified  by  (i)  surrender of this Warrant (with the
     purchase  form  at  the  end  hereof  properly  executed)  at the principal
     executive  office  of  the  Company  (or such other office or agency of the
     Company  as  it  may  designate  by  notice in writing to the Holder at the
     address  of the Holder appearing on the books of the Company); (ii) payment
     to  the Company of the exercise price for the number of Shares specified in
     the  above-mentioned  purchase form together with applicable stock transfer
     taxes,  if  any, or, Warrants of the Company with a fair market value equal
     to  the  Purchase  Price in payment of the Purchase Price for the number of
     whole  shares  specified.  For  purposes  of making payment of the Purchase
     Price  by  way  of Shares of Common Stock of the Company or Warrants of the
     Company,  the fair market value of any share of Common Stock shall be equal
     to  the  closing  price  of  a  Share  of  Common  Stock of NASDAQ or other
     principal  exchange  on which such Shares are listed as of the business day
     immediately  prior  to  the  day  of exercise and the fair market value per
     Share of any Warrant shall be equal to the difference between the aforesaid
     closing  price  per  Share  and the Purchase Price of the Warrant; provided
     however,  that  if  at the time of determination the Shares are not listed,
     then  the  fair  market  value per share shall be deemed to have a value as
     determined  by  a good faith determination of the Board of Directors of the
     Company.  and  (iii)  unless  in  connection with an effective registration
     statement  which  covers  the  sale  of  the  shares


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     underlying  the  Warrant, the delivery to the Company of a statement by the
     Holder  (in  a  form  acceptable  to the Company and its counsel) that such
     Shares  are being acquired by the Holder for investment and not with a view
     to  their  distribution  or  resale.

9.   The  certificates  for  the Common Stock so purchased shall be delivered to
     the  Holder  within a reasonable time, not exceeding ten (10) business days
     after  all  requisite  documentation  has  been  provided, after the rights
     represented  by this Warrant shall have been so exercised, and shall bear a
     restrictive legend with respect to any applicable securities laws.

     This Warrant shall be governed by and construed in accordance with the laws
     of  the  State  of  New  York.  The  New  York  courts shall have exclusive
     jurisdiction  over  this instrument and the enforcement thereof. Service of
     process  shall be effective if by certified mail, return receipt requested.
     All  notices  shall be in writing and shall be deemed given upon receipt by
     the  party  to  whom  addressed.  This  instrument  shall be enforceable by
     decrees of specific performances well as other remedies.

     IN  WITNESS  WHEREOF,  THE  BIOBALANCE  CORP. has caused this Warrant to be
signed by its duly authorized officers under Its corporate seal, and to be dated
as  of  the  date  set  forth  above.

                                          THE  BIOBALANCE  CORP.


                                      By________________________________


                                      Title:____________________________


                                      Date:_____________________________


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