Exhibit 4.4

                                WARRANT AGREEMENT







                  WARRANT  AGREEMENT,  dated as of June 17, 1996  between  VIMRx
Pharmaceuticals Inc., a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Company (the "Warrant Agent").


                  WHEREAS, in connection with a private placement offering of up
to 2,800,000 units ("Units"), each Unit consisting of one share of the Company's
Common  Stock,  $.001 par value  ("Common  Stock") and  one-half a Common  Stock
Subscription  Warrant  (each  a  "Warrant"  and  collectively,  the  "Warrants")
pursuant to a Subscription  and  Registration  Rights  Agreement dated March 21,
1996 between the Company and the investors signatory thereto,  and the automatic
conversion of certain  warrants  issued by the Company in December 1995 upon the
closing of the private placement offering of Units, the Company will issue up to
2,400,000 Warrants; and

                  WHEREAS,  each Warrant entitles the registered  holder thereof
(each a "Holder"  and  collectively,  the  "Holders")  to purchase  one share of
Common  Stock at an  Exercise  Price (as  defined in Section 9 hereof) of $1.50,
subject to  adjustment  as  hereinafter  provided  (the  shares of Common  Stock
issuable upon exercise of the Warrants  hereinafter  referred to as the "Warrant
Shares"); and


                  WHEREAS,  the  Company  desires  the  Warrant  Agent to act on
behalf of the Company, and the Warrant Agent is willing so to act, in connection
with the  issuance,  registration,  transfer and exchange of the  Warrants,  the
exercise of the Warrants, and the rights of the Holders;


                  NOW, THEREFORE,  in consideration of the foregoing and for the
purpose of defining the terms and  provisions of the Warrants and the respective
rights and  obligations  thereunder of the Company,  the Holders and the Warrant
Agent, the Company and the Warrant Agent hereby agree as follows:

                  SECTION 1.  Appointment of Warrant  Agent.  The Company hereby
appoints the Warrant  Agent to act as agent for the Company in  accordance  with
the provisions set forth in this Agreement, and the Warrant Agent hereby accepts
such  appointment.  As used  herein,  the term  "Warrant  Agent"  shall mean the
Warrant Agent and any successor appointed hereunder.

                  SECTION 2.  Form and Countersignature of Warrants.

                  2.1 Form of Warrant. The text of the Warrant, the subscription
form (the "Subscription Form"), and form of assignment shall be substantially as
set forth in the form of warrant  certificate  attached hereto as Exhibit A. The
Warrants  shall be executed  on behalf of the Company by one or more  authorized
officers.  The  signature  of any  such  officers  on the  Warrants  may be made
manually or by facsimile.

                  2.2  Countersignature  of  Warrants.  The  Warrants  shall  be
countersigned  manually or by  facsimile  by the Warrant  Agent and shall not be
valid for any purpose unless so countersigned.  Warrants may be countersigned by
the  Warrant  Agent  and  may be  issued  or  delivered  by the  Warrant  Agent,
notwithstanding  that the persons  whose manual or facsimile  signatures  appear
thereon as proper  officers of the Company shall have ceased to be such officers
at the time of such  countersignature,  issuance or delivery.  Warrants shall be
dated as of the date of  issuance  or  countersignature  thereof by the  Warrant
Agent either upon initial issuance or upon exchange, substitution or transfer.

                  SECTION 3.    Issuance and Registration of Warrants.

                  3.1 Initial  Issuance  of  Warrants.  The Warrant  Agent shall
issue the Warrants upon receipt of, and in accordance  with, a statement from an
authorized representative of the Company as contemplated by Section 14.10 hereof
specifying  the identity of, and number of Warrants to be issued to, each person
or entity to be issued Warrants.

                  3.2 Registration.  The Warrants shall be numbered and shall be
registered  in a warrant  register  maintained  by the Warrant Agent as they are
issued.  The  Company and the  Warrant  Agent may deem and treat the  registered
holder of a Warrant  Certificate as the absolute owner thereof  (notwithstanding
any  notation of  ownership or other  writing  thereon made by anyone),  for the
purpose of any exercise  thereof and any  distribution to the holder thereof and
for all other  purposes  and neither the Company nor the Warrant  Agent shall be
affected  by any  notice  to the  contrary.  The  Company  shall not be bound to
recognize  any  equitable  or other claim to or interest in such  Warrant on the
part of any other person.

                  SECTION 4.  Transfer and Exchange of Warrants.

                  4.1 Transfer of Warrants.  The Warrants shall be  transferable
only on the books of the Warrant Agent maintained at the principal office of the
Warrant Agent upon  delivery  thereof duly endorsed by the Holder or by his duly
authorized  attorney or  representative,  or accompanied  by proper  evidence of
succession,  assignment  or authority to transfer,  which  endorsement  shall be
guaranteed by an eligible guarantor institution which is a member of a signature
guarantee program satisfactory to the Warrant Agent (an "Eligible Institution").
Warrants  may be  transferred  only in whole,  so as to allow the Holder of each
Warrant to purchase one full share of Common Stock.  In all cases of transfer by
an attorney-in-fact,  the original power of attorney,  duly approved,  or a copy
thereof, duly certified,  in such form and with such other evidence of authority
as the  Warrant  Agent shall  request,  shall be  deposited  and remain with the
Warrant Agent.  In case of transfer by executors,  administrators,  guardians or
other legal  representatives,  duly  authenticated  evidence of their  authority
shall be produced, in such form and with such other evidence of authority as the
Warrant Agent shall request, and may be required to be deposited and remain with
the Warrant Agent in its discretion. Upon any such registration of transfer, the
Warrant  Agent  shall  countersign  and deliver a new Warrant or Warrants to the
person entitled thereto.

                  4.2 Exchange of Warrant Certificates. Each Warrant certificate
may be exchanged upon surrender at the principal office of the Warrant Agent for
another  certificate or certificates  entitling the Holder thereof to purchase a
like  aggregate  number of Warrant  Shares as the  certificate  or  certificates
surrendered  then  entitle  such  Holder to  purchase.  Any Holder  desiring  to
exchange  a Warrant  certificate  or  certificates  shall  make such  request in
writing delivered to the Warrant Agent, and shall surrender,  properly endorsed,
the certificate or certificates to be so exchanged. Thereupon, the Warrant Agent
shall  countersign  and  deliver  to the  Holder a new  Warrant  certificate  or
certificates,  as the case may be, as so requested,  in the name of such Holder.
No  fractional  Warrant   certificates  shall  be  issued  and  no  new  Warrant
certificate  entitling the Holder thereof to purchase  fractional shares will be
issued.

                  SECTION 5.   Term of Warrants; Exercise of Warrants.

                  5.1 Term of Warrants.  Subject to the terms of this Agreement,
each  Holder  shall have the right,  which may be  exercised  commencing  at the
opening of business on June 21, 1996 until 5:00 p.m., New York time, on June 20,
2006 (the "Expiration  Date"),  to purchase from the Company the number of fully
paid and  nonassessable  Warrant  Shares  which  the  Holder  may at the time be
entitled to purchase on exercise of such Warrants.

                  5.2  Exercise of  Warrants.  A Warrant may be  exercised  upon
surrender to the Warrant Agent at its  principal  office of the  certificate  or
certificates  evidencing  the  Warrants  to  be  exercised,  together  with  the
Subscription Form duly completed and signed, which signature shall be guaranteed
by an  Eligible  Institution,  and upon  payment  to the  Warrant  Agent for the
account of the Company of the Exercise Price (as defined in Section 9 hereof and
subject to adjustment in  accordance  with the  provisions of Section 10 hereof)
for the number of Warrant  Shares in  respect  of which such  Warrants  are then
exercised. Payment of the aggregate Exercise Price shall be made by certified or
official bank check.

                  Upon the  surrender  of Warrants  and payment of the  Exercise
Price as aforesaid, the Warrant Agent shall (i) cause to be issued and delivered
as soon as  practicable  to or upon the written order of the Holder in such name
or names as the Holder may  designate,  a certificate  or  certificates  for the
number of full Warrant  Shares so purchased  upon the exercise of such  Warrants
and, if the Warrants are exercised in whole, in lieu of any fractional  share of
the Common  Stock to which the Holder  shall be  entitled,  pay to the Holder or
such other  person as the Holder may  designate  cash in an amount  equal to the
closing  price per share on the trading day  preceding the date of such exercise
multiplied  by  such  fraction,  and  (ii)  deliver  the  other  securities  and
properties  receivable  upon  the  exercise  of  the  Warrants  pursuant  to the
provisions of the Warrants.  The Company shall  promptly  provide to the Warrant
Agent  the cash  payable  in lieu of a  fractional  share.  No  certificate  for
fractional  Warrant Shares will be issued.  If permitted by applicable law, such
certificate or  certificates  shall be deemed to have been issued and any person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the receipt by the Warrant Agent
of such Warrants and payment of the Exercise Price, as aforesaid.  The rights of
purchase  represented by the Warrants shall be  exercisable,  at the election of
the  Holders  thereof,  either in full or from time to time in part,  and in the
event that a  certificate  evidencing  Warrants is  exercised in respect of less
than all of the Warrant Shares purchasable on such exercise at any time prior to
the  date of  expiration  of the  Warrants,  a new  certificate  evidencing  the
remaining  Warrant or  Warrants  will be issued to the Holder  thereof,  and the
Warrant Agent is hereby  authorized to countersign  and deliver the required new
Warrant  certificate or certificates  pursuant to the provisions of this Section
and Section 2 hereof.

                  5.3  Compliance  with  Government  Regulations.   The  Company
covenants  that if any  shares of  Common  Stock  required  to be  reserved  for
purposes of exercise of Warrants  require,  under any federal  securities law or
applicable  governing rule or regulation of any national  securities exchange or
over-the-counter  market,  registration  with or  approval  of any  governmental
authority,   or   listing  on  any  such   national   securities   exchange   or
over-the-counter market, the Company will in good faith prior to the issuance of
such shares  endeavor to cause such  shares to be duly  registered,  approved or
listed on the relevant national securities exchange or over-the-counter  market,
as the case may be. The Company covenants that it will use reasonable efforts to
obtain any required  approvals or registration under state "blue sky" securities
laws for the issuance of the Warrant Shares.

                  SECTION 6.  Payment of Taxes.  The Company will pay all stamp,
original issue,  transfer, or similar taxes, if any, attributable to the initial
issuance of Warrant  Shares upon the  exercise of Warrants;  provided,  however,
that the  Company  shall not be  required  to pay any tax or taxes  which may be
payable in respect of any  transfer  involved  in the issue or  delivery  of any
Warrants or  certificates  for  Warrant  Shares in a name other than that of the
Holder of such Warrants.

                  SECTION 7. Mutilated or Missing  Warrants.  In case any of the
certificates  evidencing  the  Warrants  shall be  mutilated,  lost,  stolen  or
destroyed,  the Company may in its discretion issue, and the Warrant Agent shall
countersign and deliver in exchange and substitution  for and upon  cancellation
of the mutilated Warrant certificate,  or in lieu of and in substitution for the
Warrant certificate lost, stolen or destroyed, a new Warrant certificate of like
tenor and representing an equivalent right or interest, but only upon receipt of
evidence  satisfactory to the Company and the Warrant Agent of such loss,  theft
or  destruction  of such Warrant and an indemnity or bond,  if  requested,  also
satisfactory  to them.  An applicant for such a substitute  Warrant  certificate
shall also  comply  with such other  reasonable  regulations  and pay such other
reasonable charges as the Company or the Warrant Agent may prescribe.

                  SECTION 8.   Reservation of Warrant Shares;
                               Purchase and Cancellation of Warrants.

                  8.1  Reservation of Warrant  Shares.  Commencing June 20, 1996
(following  the filing by the Company of a Certificate  of Amendment  increasing
the Company's  authorized  shares of Common Stock to 20,000,000  shares),  there
shall have been reserved,  and the Company shall at all times keep reserved, out
of its authorized Common Stock, a number of shares of Common Stock sufficient to
provide  for  the  exercise  of  the  rights  of  purchase  represented  by  the
outstanding  Warrants.  The transfer  agent for the Common Stock (the  "Transfer
Agent")  and every  subsequent  transfer  agent for any shares of the  Company's
capital  stock  issuable  upon the  exercise  of any of the  rights of  purchase
aforesaid will be authorized and directed at all times to reserve such number of
authorized shares as shall be required for such purpose. The Company will keep a
copy of this Agreement on file with the Transfer Agent and with every subsequent
transfer  agent for any shares of the Company's  capital stock issuable upon the
exercise  of the rights of purchase  represented  by the  Warrants.  The Warrant
Agent is hereby  authorized to  requisition  from time to time from the Transfer
Agent  the  stock  certificates  required  to honor  outstanding  Warrants  upon
exercise  thereof in accordance  with the terms of this  Agreement.  The Company
will supply the Transfer Agent and any such subsequent  transfer agent with duly
executed  stock  certificates  for such  purposes.  The Company will furnish the
Transfer Agent and any such  subsequent  transfer agent a copy of all notices of
adjustments delivered by the Company to the Warrant Agent hereunder.

                  8.2  Purchase of Warrants by the  Company.  The Company  shall
have the right,  except as  limited  by law,  other  agreements  or  herein,  to
purchase or  otherwise  acquire  Warrants at such times,  in such manner and for
such consideration as it may deem appropriate.

                  8.3  Cancellation of Warrants.  In the event the Company shall
purchase or otherwise acquire Warrants, the same shall thereupon be delivered to
the Warrant  Agent and be cancelled by it and retired.  The Warrant  Agent shall
cancel any Warrant surrendered for exchange, substitution,  transfer or exercise
in whole or in part and such cancelled Warrant  Certificate shall be disposed of
by the Warrant Agent in a manner satisfactory to the Company.

                  SECTION  9.  Exercise  Price.  The  price per share at which a
Warrant Share shall be  purchasable  upon  exercise of a Warrant (the  "Exercise
Price") shall be $1.50, subject to adjustment as provided in Section 10 hereof.

                  SECTION 10. Adjustments. The Exercise Price and the number and
kind of  securities  subject to purchase upon the exercise of each Warrant shall
be subject to adjustment form time to time upon the happening of certain events,
as  hereinafter  set forth.  The  Aggregate  Warrant  Price with respect to each
Holder shall equal $1.50 multiplied by the number of Warrant Shares  represented
by the  certificate  evidencing  the  Warrants  issuable to a Holder on the date
hereof.

                  10.1  Adjustments.  (a) If,  at any time or from  time to time
after the issuance date of the  Warrants,  the Company shall issue or distribute
to the holders of shares of Common Stock evidence of its indebtedness, any other
securities  of the Company or any cash,  property or other  assets  (excluding a
subdivision,  combination  or  reclassification,  or  dividend  or  distribution
referred  to in Section  10.1(b),  and also  excluding  cash  dividends  or cash
distributions  paid out of net profits  legally  available  therefor in the full
amount   thereof,   which  together  with  the  value  of  other  dividends  and
distributions  made substantially  concurrently  therewith or pursuant to a plan
which  includes  payment  thereof,  is  equivalent  to not  more  than 5% of the
Company's net worth) (any such non-excluded event being herein called a "Special
Dividend"),  then the Exercise Price in effect immediately prior to the close of
business on the record date fixed for the  determination of holders of any class
of  securities  entitled to receive such Special  Dividend  shall be adjusted by
multiplying  the Exercise  Price then in effect by a fraction,  the numerator of
which shall be the then Current Market Price (as defined in paragraph (g) below)
of the Common Stock less the fair market value of the evidence of  indebtedness,
cash,  securities  or property,  or other assets issued or  distributed  in such
Special Dividend applicable to one share of Common Stock, and the denominator of
which shall be the then Current Market Price of the Common Stock.  An adjustment
made pursuant to this Section 10.1(a) shall become effective  immediately  after
the record date of any such Special Dividend.

                  (b) Except  for an event set forth in Section  10.1(e) in case
the Company  shall  hereafter (i) pay a dividend or make a  distribution  on its
capital stock in shares of 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  or (iv)  issue by
reclassification of its Common Stock any shares of capital stock of the Company,
the Exercise Price in effect  immediately  prior to the close of business on the
record date fixed for such dividend or distribution, subdivision, combination or
reclassification  shall be adjusted to be equal to a fraction,  the numerator of
which shall be the Aggregate Warrant Price and the denominator of which shall be
the number of shares of Common Stock or other capital stock of the Company which
such Holder would have owned immediately following such action had such Warrants
been exercised  immediately  prior thereto.  An adjustment made pursuant to this
Subsection  10.1(b) shall become effective  immediately after the record date in
the case of a dividend or distribution  and shall become  effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
reclassification.

                  (c)(i) Except as provided in Sections 10.1(a) and 10.1(e),  in
case the Company shall hereafter issue or sell any Common Stock,  any securities
convertible  into Common  Stock or any  rights,  options or warrants to purchase
Common Stock or securities  convertible  into Common Stock, or set a record date
for the determination of holders of any securities  entitled to receive any such
issuance, in each case for a price per share or entitling the holders thereof to
purchase Common Stock at a price per share (determined by dividing (x) the total
amount,  if any,  received or receivable by the Company in  consideration of the
issuance  or sale of such  securities  plus  the  total  consideration,  if any,
payable  to  the  Company  upon  exercise  or  conversion  thereof  (the  "Total
Consideration")  by (y) the number of additional shares of Common Stock issuable
upon exercise or conversion of such securities) less than the greater of (x) the
Current  Market Price and (y) the then current  Exercise  Price in effect on the
record date for such  issuance or, if there is no record date,  the date of such
issuance or sale,  the  Exercise  Price shall be  adjusted  by  multiplying  the
Exercise Price then in effect by a fraction, the numerator of which shall be the
sum of (1) the  number of shares of Common  Stock  outstanding  on such issue or
sale date or record date and (2) the number of additional shares of Common Stock
which the Total  Consideration  would purchase at the greater of (x) the Current
Market Price or (y) the then current  Exercise  Price,  and the  denominator  of
which shall be the sum of (1) the number of shares of Common  Stock  outstanding
on such record date or, if there is no record  date,  immediately  prior to such
issue or sale and (2) the  number of  additional  shares  of Common  Stock to be
sold,  issued or issuable (or into which the convertible  securities to be sold,
issued or issuable  are  convertible).  An  adjustment  pursuant to this Section
10.1(c) shall be made  successively  whenever an event described in this Section
10.1(c)  shall  occur and shall  become  effective  on the  record  date for the
determination  of holders  entitled to receive  such  issuance or if there is no
record date, immediately after the date of such sale or issuance.

                           (ii) For  purposes of this  Section  10.1(c),  in the
event the Company  shallassume,  amend or modify the terms of any right, option,
warrant or convertible security,  for purposes of determining an adjustment,  if
any, to the Exercise Price, if any, pursuant to this Section 10.1(c) such right,
option,  warrant or  convertible  security shall be deemed issued or sold on the
date of such assumption or amendment or modification.

                           (iii) No further  adjustment  to the  Exercise  Price
shall be made upon the  subsequent  issue or sale of  shares of Common  Stock or
convertible securities or upon the exercise of such rights, options or warrants,
or the conversion of such  convertible  securities;  provided that to the extent
that shares of Common Stock are not delivered (or  securities  convertible  into
Common Stock are not delivered)  after the expiration of any rights,  options or
warrants to purchase Common Stock or securities  convertible  into Common Stock,
the Exercise Price shall be readjusted to the Exercise Price which would then be
in  effect  had the  adjustments  made  upon  the  issuance  of such  securities
convertible  into Common  Stock or any  rights,  options or warrants to purchase
Common  Stock or  securities  convertible  into Common  Stock been made upon the
basis of  delivery of only the number of shares of Common  Stock (or  securities
convertible into Common Stock) actually delivered.

                  (d) No adjustment  in the Exercise  Price shall be required in
the case of the issuance by the Company of Common Stock pursuant to the exercise
of these  Warrants  or the  issuance of shares of Common  Stock  pursuant to the
option,  warrants,  rights,  convertible  securities  and contracts set forth in
Section  3.2 of the  Subscription  and  Registration  Rights  Agreement  as such
option, warrants,  rights, convertible securities and contracts are in effect on
the date hereof.

                  (e) In case of any capital  reorganization or reclassification
(other than a change in par value),  or any consolidation or merger to which the
Company is a party,  or in case of any sale or conveyance  to another  entity of
the property of the Company as an entirety or substantially as an entirety,  the
Warrants  shall  after  such  reorganization,  reclassification,  consolidation,
merger, sale or conveyance be exercisable,  upon the terms and conditions of the
Warrants,  for the kind and amount of  securities,  cash or other property which
the Holder would have owned or have been entitled to receive  immediately  after
such reorganization, reclassification, consolidation, merger, sale or conveyance
had the Warrants been exercised  immediately prior to the effective date of such
reorganization, reclassification,  consolidation, merger, sale or conveyance and
in any such case, if necessary,  the provisions set forth in this Section 3 with
respect to the rights and  interests  thereafter  of the Holders of the Warrants
shall  be  appropriately  adjusted  so as to be  applicable,  as  nearly  as may
reasonably be, to any shares of stock or other securities or property thereafter
deliverable  on the  exercise  of the  Warrants.  The above  provisions  of this
Section   10.1   shall   similarly   apply   to   successive    reorganizations,
reclassifications,   consolidations,   mergers,   sales  or   conveyances.   The
subdivision  or  combination  of shares of Common Stock at any time  outstanding
into  a  greater  or  lesser  number  of  shares  shall  not be  deemed  to be a
reclassification  of the Common Stock for the purposes of this Section  10.1(e).
The  Company  shall  not  effect  any  such  reorganization,   reclassification,
consolidation, merger, sale or conveyance unless prior to or simultaneously with
the consummation  thereof the successor  corporation (if other than the Company)
resulting from such  transaction or the  corporation  purchasing  such assets or
other  appropriate  corporation  or entity shall assume,  by written  instrument
executed and delivered to the Holders,  the obligation to deliver to the Holders
such shares of stock,  securities or assets as, in accordance with the foregoing
provisions,  such Holders may be entitled to purchase and the other  obligations
under the  Warrants.  The issuer of any shares of stock or other  securities  or
property  thereafter  deliverable  on the  exercise  of the  Warrants  shall  be
responsible for all of the agreements and obligations of the Company  hereunder.
Notice of any such reorganization, reclassification, consolidation, merger, sale
or conveyance and of said provisions so proposed to be made,  shall be mailed to
the Holders not less than 30 days prior to such event.

                  (f) For purposes of any computation  respecting  consideration
received  pursuant to Sections  10.1(a),  (b) or (c) above,  the following shall
apply:

                           (i)_) in the case of the issuance of shares of Common
Stock for cash,  the  consideration  shall be the amount of such cash,  provided
that in no case shall any  deduction be made for any  commissions,  discounts or
other  expenses  incurred by the Company  for any  underwriting  of the issue or
otherwise in connection therewith; and

                           (ii)_)  in the  case of the  issuance  of  shares  of
Common  Stock for a  consideration  in whole or in part  other  than  cash,  the
consideration  other  than  cash  shall be deemed  to be the fair  market  value
thereof as  determined  in good faith by the Board of  Directors  of the Company
(irrespective of the accounting treatment thereof), whose determination shall be
conclusive.

                  (g) For purposes hereof, the Current Market Price per share of
Common Stock at any date shall be deemed to be the average of the daily  closing
prices for 30 consecutive  trading days ending on the date immediately  prior to
such date, and if the Common Stock is no longer listed on a national  securities
exchange or  over-the-counter  market, the Current Market Price (and the closing
price  per  share  in  Section  5.2)  shall  be as  determined  by the  Board of
Directors.

                  (h) In the  event  of any  adjustment  to the  Exercise  Price
pursuant to this Section 10.1, the number of Warrant Shares shall be adjusted by
dividing the Aggregate Warrant Price by the Exercise Price in effect immediately
after such adjustment.

                  (i) In case  any  event  shall  occur as to  which  the  other
provisions of this Section 10.1 are not strictly  applicable but as to which the
failure to make any  adjustment  would not fairly  protect the  purchase  rights
represented  by the  Warrants  in  accordance  with  the  essential  intent  and
principles hereof then, in each such case, the Holders representing the right to
purchase  a  majority  of the shares of Common  Stock and other  securities  and
properties  receivable  upon the  exercise of the Warrants may appoint a firm of
independent  public  accountants  of  recognized  national  standing  reasonably
acceptable to the Company,  which shall give their opinion as to the adjustment,
if  any,  on a  basis  consistent  with  the  essential  intent  and  principles
established  herein,  necessary to preserve the purchase  rights  represented by
these Warrants.  Upon receipt of such opinion,  the Company will promptly mail a
copy thereof to the Holders and shall make the  adjustments  described  therein.
The fees and expenses of such independent  public  accountants shall be borne by
the Company.

                  (j) No  adjustment  in the  Exercise  Price  shall be required
unless such  adjustment  would require an increase or decrease of at least $0.05
per share of Common Stock;  provided,  however,  that any  adjustments  which by
reason of this  Section  10.1(j)  are not  required  to be made shall be carried
forward and taken into account in any subsequent adjustment;  provided, further,
however,  that  adjustments  shall be required and made in  accordance  with the
provisions of this Section 10.1 (other than this Section 10.1(j)) not later than
such time as may be  required in order to preserve  the  tax-free  nature of any
distribution  to the Holders or Common Stock  issuable  upon the exercise of the
Warrants.  All calculations under this Section 10.1 shall be made to the nearest
cent or to the nearest  1/100th of a share, as the case may be. Anything in this
Section 10.1 to the contrary  notwithstanding,  the Company shall be entitled to
make such  reductions in the Exercise  Price,  in addition to those  required by
this Section 10.1, as it in its  discretion  shall deem to be advisable in order
that any stock  dividend,  subdivision  of shares or  distribution  of  options,
rights  or  warrants  to  purchase  stock or  securities  convertible  for stock
hereafter  made by the Company to its  holders of the Common  Stock shall not be
taxable.

                  (k)  Whenever  the  Exercise  Price is adjusted as provided in
this  Section  10.1 and upon any  modification  of the rights of the  Holders of
these Warrants in accordance  with this Section 10.1, the Company shall promptly
but in no event later than ten days after any request for an  adjustment  by the
Holder,  obtain, at its expense,  a certificate of a firm of independent  public
accountants of recognized  standing  selected by the Board of Directors (who may
be the regular auditors of the Company) setting forth the Exercise Price and the
number of shares of Common Stock and other securities and properties  receivable
upon  exercise  of the  Warrants  after  such  adjustment  or the effect of such
modification,  a brief  statement  of the facts  requiring  such  adjustment  or
modification  and the  manner of  computing  the same and  cause  copies of such
certificate to be mailed to the Holders of the Warrants.

                  (l) If, as a result of an  adjustment  made  pursuant  to this
Section  10.1,  the Holder  thereafter  surrendered  for  exercise  shall become
entitled to receive  shares of two or more classes of capital stock or shares of
Common  Stock and other  capital  stock of the  Company,  the Board of Directors
(whose  determination  shall be  conclusive  and shall be described in a written
notice to the  Holder  promptly  after  such  adjustment)  shall  determine  the
allocation  of the  adjusted  Exercise  Price  between  or among  shares or such
classes of capital stock or shares of Common Stock and other capital  stock.  In
the event that at any time, as a result of an  adjustment  made pursuant to this
Section  10.1,  the holder of any  Warrant  thereafter  exercised  shall  become
entitled to receive any shares of capital stock of the Company other than shares
of Common Stock,  thereafter the number of such other shares so receivable  upon
exercise of the Warrants  shall be subject to adjustment  from time to time in a
manner and on terms as nearly  equivalent as practicable to the provisions  with
respect  to the  shares of Common  Stock  contained  in  Section  10.1,  and the
remainder  of the terms of the  Warrants  shall  apply on like terms to any such
other shares.


                  10.2 Notice of  Adjustment.  Whenever  the  Exercise  Price is
adjusted, as herein provided, the Company shall cause the Warrant Agent promptly
to give  notice  to the  Holders  as  provided  in  Section  17  hereof  of such
adjustment or  adjustments  and shall deliver to the Warrant Agent a certificate
setting forth the Exercise  Price 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.  The  Warrant  Agent  shall be
entitled  to  rely  on  such   certificate   and  shall  be  under  no  duty  or
responsibility with respect to any such certificate, except to exhibit the same,
from  time  to  time,  to any  Holder  desiring  an  inspection  thereof  during
reasonable  business hours. The Warrant Agent shall not at any time be under any
duty or responsibility to any Holders to determine whether any facts exist which
may  require any  adjustment  of the  Exercise  Price or other stock or property
purchasable on the exercise thereof,  or with respect to the nature or extent of
any such  adjustment when made, or with respect to the method employed in making
such adjustment.

                  10.3 Statement on Warrants. Irrespective of any adjustments in
the Exercise Price or the number or kind of shares or other property purchasable
upon the exercise of the Warrants or other  amendments to or corrections of this
Agreement, Warrants theretofore or thereafter issued may continue to express the
same price and number and kind of shares as are stated in the Warrants initially
issuable pursuant to this Agreement.

                  SECTION  11.  No Rights as  Stockholders;  Notice to  Holders.
Nothing contained in this Agreement or in any of the Warrants shall be construed
as  conferring  upon the  Holders or their  transferees  the right to vote or to
receive  dividends or to consent or to receive notice as stockholders in respect
of any meeting of  stockholders  for the election of directors of the Company or
any other matter,  or any rights  whatsoever as stockholders of the Company.  If
the Board of  Directors  of the  Company  shall set a record date for any action
which would  require an  adjustment  pursuant  to Section 10, the Company  shall
cause the Warrant  Agent to mail notice  thereof to the Holders of the  Warrants
not less than 10 days prior to the record date with respect to any such action.

                  SECTION 12.  Disposition  of Proceeds on Exercise of Warrants;
Inspection of Warrant Agreement. The Warrant Agent shall account promptly to the
Company with respect to Warrants  exercised and  concurrently pay to the Company
all monies  received by the Warrant Agent for the purchase of the Warrant Shares
through the exercise of such Warrants.

                  The Warrant Agent shall keep copies of this  Agreement and any
notices  given or received  hereunder  available  for  inspection by the Holders
during normal business hours at its principal  office.  The Company shall supply
the Warrant Agent from time to time with such number of copies of this Agreement
as the Warrant Agent may request.

                  SECTION  13.  Merger  or  Consolidation  or  Change of Name of
Warrant  Agent.  Any  corporation  into which the Warrant Agent may be merged or
with which it may be consolidated,  or any corporation resulting from any merger
or consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to substantially  all of the business of the Warrant Agent,  shall be
the successor to the Warrant Agent hereunder  without the execution or filing of
any paper or any further act on the part of any of the parties hereto,  provided
that such corporation  would be eligible for appointment as a successor  Warrant
Agent  under the  provisions  of  Section  15  hereof.  In case at the time such
successor  to the  Warrant  Agent  shall  succeed to the agency  created by this
Agreement any of the Warrants shall have been  countersigned  but not delivered,
any such  successor to the Warrant Agent may adopt the  countersignature  of the
original Warrant Agent and deliver such Warrants so  countersigned;  and in case
at that  time  any of the  Warrants  shall  not  have  been  countersigned,  any
successor to the Warrant Agent may countersign  such Warrants either in the name
of the predecessor  Warrant Agent or in the name of the successor Warrant Agent;
and in any such cases such  Warrants  shall have the full force  provided in the
Warrants and in this Agreement.

                  In case at any  time the name of the  Warrant  Agent  shall be
changed and at such time any of the Warrants shall have been  countersigned  but
not delivered, the Warrant Agent may adopt the countersignatures under its prior
name and deliver such Warrants so countersigned; and in case at that time any of
the  Warrants  shall  not  have  been  countersigned,   the  Warrant  Agent  may
countersign  such Warrants  either in its prior name or in its changed name; and
in all such  cases such  Warrants  shall  have the full  force  provided  in the
Warrants and in this Agreement.

                  SECTION 14.  Concerning the Warrant  Agent.  The Warrant Agent
undertakes  the  duties  and  obligations  imposed  by this  Agreement  upon the
following terms and conditions,  by all of which the Company and the Holders, by
their acceptance of Warrants, shall be bound.

                  14.1  Correctness  of  Statements.  The  statements  contained
herein and in the Warrants  shall be taken as  statements of the Company and the
Warrant Agent assumes no  responsibility  for the correctness of any of the same
except such as describe  the  Warrant  Agent or action  taken by it. The Warrant
Agent assumes no responsibility with respect to the distribution of the Warrants
except as otherwise provided herein.

                  14.2  Breach of  Covenants.  The  Warrant  Agent  shall not be
responsible  for any failure of the Company to comply with any of the  covenants
of the Company contained in this Agreement or in the Warrant.

                  14.3 Reliance on Counsel. The Warrant Agent may consult at any
time with legal counsel  satisfactory to it (who may be counsel for the Company)
and the Warrant Agent shall incur no liability or  responsibility to the Company
or to any  Holder in  respect of any  action  taken,  suffered  or omitted by it
hereunder in good faith and in accordance with the opinion or the advice of such
counsel.

                  14.4 Proof of Actions  Taken.  Whenever in the  performance of
its duties  under this  Agreement  the Warrant  Agent shall deem it necessary or
desirable  that any fact or matter be proved or established by the Company prior
to taking or suffering any action  hereunder,  such fact or matter (unless other
evidence in respect thereof be herein  specifically  prescribed and except for a
notice  pursuant to Section  10.2) may be deemed  conclusively  to be proved and
established  by a certificate  signed by an officer of the Company and delivered
to the Warrant Agent;  and such certificate  shall be full  authorization to the
Warrant  Agent for any action  taken or  suffered  in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

                  14.5 Compensation and  Indemnification.  The Company agrees to
pay the Warrant Agent reasonable  compensation for all services  rendered by the
Warrant  Agent  in the  performance  of its  duties  under  this  Agreement,  to
reimburse the Warrant Agent for all expenses, taxes and governmental charges and
other charges of any kind and nature reasonably incurred by the Warrant Agent in
the performance of its duties under this Agreement, and to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments,
costs and  reasonable  counsel fees, for anything done or omitted by the Warrant
Agent in the  performance of its duties under this Agreement  except as a result
of the Warrant  Agent's gross  negligence or bad faith.  In connection with such
indemnification,  the Company  shall be entitled to conduct any  litigation  and
shall  only be  required  to pay the  reasonable  costs and fees of one  counsel
selected by the Company.  The Warrant Agent will cooperate in the defense of any
such action and will not settle such action without the consent of the Company.

                  14.6 Other Transactions in Securities of Company.  The Warrant
Agent and any  stockholder,  director,  officer or employee of the Warrant Agent
may buy, sell or deal in any of the Warrants or other  securities of the Company
or become pecuniarily  interested in any transaction in which the Company may be
interested  or contract  with or lend money to the Company or  otherwise  act as
fully and freely as though the Warrant  Agent was not  Warrant  Agent under this
Agreement.  Nothing  herein shall  preclude the Warrant Agent from acting in any
other  capacity  for the  Company  or for any legal  entity  including,  without
limitation, acting as a lender to the Company or an affiliate thereof.

                  14.7 Liability of Warrant  Agent.  The Warrant Agent shall act
hereunder  solely as the agent of the Company and its duties shall be determined
solely by the  provisions  hereof.  The  Warrant  Agent  shall not be liable for
anything which it may do or refrain from doing in connection with this Agreement
except for its own gross negligence or bad faith.  Anything in this Agreement to
the contrary notwithstanding,  in no event shall the Warrant Agent be liable for
special, indirect or consequential loss or damage whatsoever (including, but not
limited to, lost  profits)  even if the  Warrant  Agent has been  advised of the
likelihood of such loss or damage and regardless of the form of action.

                  14.8 Reliance on  Documents.  The Warrant Agent will not incur
any liability or  responsibility  to the Company or to any Holder for any action
taken  in  reliance  on  any  notice,   resolution,   waiver,   consent,  order,
certificate, or other paper, document or instrument reasonably believed by it to
be genuine and to have been  signed,  sent or  presented  by the proper party or
parties.

                  14.9  Validity of  Agreement.  The Warrant  Agent shall not be
under any  responsibility  in respect of the  validity of this  Agreement or the
execution and delivery  hereof  (except the due execution  hereof by the Warrant
Agent) or in respect of the  validity and  execution of any Warrant  (except its
countersignature  thereof);  nor shall the Warrant Agent by any act hereunder be
deemed  to make  any  representation  or  warranty  as to the  authorization  or
reservation of any Warrant Shares (or other stock) to be issued pursuant to this
Agreement or any Warrant,  or as to whether any Warrant  Shares (or other stock)
will, when issued, be validly issued, fully paid and nonassessable, or as to the
Exercise Price or the number or amount of Warrant Shares or other  securities or
other property issuable upon exercise of any Warrant.

                  14.10  Instructions from Company.  The Warrant Agent is hereby
authorized and directed to accept  instructions  with respect to the performance
of its duties hereunder from the Chairman of the Board, the President, the Chief
Financial Officer,  any Vice Chairman of the Board, or any Executive,  Senior or
other  Vice  President  of the  Company  or any other  employee  of the  Company
expressly  authorized  in writing by any of such persons as having the authority
to deliver  instructions  hereunder,  and to apply to such officers or employees
for advice or  instructions  in  connection  with its  duties,  and shall not be
liable  for any  action  taken or  suffered  to be taken by it in good  faith in
accordance with instructions of any such officers or employees.

                  SECTION 15.  Change of Warrant  Agent.  The Warrant  Agent may
resign and be discharged  from its duties under this  Agreement by giving to the
Company 30 days'  notice in writing.  The  Warrant  Agent may be removed by like
notice to the Warrant Agent from the Company.  If the Warrant Agent shall resign
or be removed or shall otherwise become  incapable of acting,  the Company shall
appoint a successor to the Warrant Agent. If the Company shall fail to make such
appointment  within a period of 30 days after such  removal or after it has been
notified  in writing of such  resignation  or  incapacity  by the  resigning  or
incapacitated  Warrant Agent or by any Holder (who shall with such notice submit
his Warrant for  inspection  by the  Company),  then any Holder may apply to any
court  of  competent  jurisdiction  located  in  Hartford,  Connecticut  for the
appointment  of a  successor  to the Warrant  Agent.  Pending  appointment  of a
successor to the Warrant  Agent,  either by the Company or by such a court,  the
duties of the Warrant  Agent shall be carried out by the Company.  Any successor
Warrant Agent, whether appointed by the Company or such a court, shall be a bank
or trust company,  in good standing,  incorporated  under the laws of the United
States of America or any state thereof and having at the time of its appointment
as Warrant Agent a combined  capital and surplus of at least  $5,000,000.  After
appointment,  the successor  Warrant Agent shall be vested with the same powers,
rights,  duties  and  responsibilities  as if it had  been  originally  named as
Warrant Agent without  further act or deed;  but the former  warrant agent shall
deliver and  transfer to the  successor  warrant  agent any property at the time
held by it hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose.  Failure to file any notice  provided for
in this  Section  15,  however,  or any  defect  therein,  shall not  affect the
legality or validity of the  resignation  or removal of the warrant agent or the
appointment of the successor  warrant agent, as the case may be. In the event of
such  resignation or removal,  the successor  warrant agent shall mail, by first
class mail, postage prepaid,  to each Holder,  written notice of such removal or
resignation and the name and address of such successor warrant agent.

                  SECTION 16.  Identity of Transfer  Agent.  Forthwith  upon the
appointment of any subsequent  transfer agent for the Common Stock, or any other
shares of the Company's capital stock issuable upon exercise of the Warrant, the
Company will file with the Warrant Agent a statement  setting forth the name and
address of such subsequent transfer agent.

                  SECTION 17. Notices.  Any notice pursuant to this Agreement by
the Company or by any Holder to the Warrant Agent, or by the Warrant Agent or by
any Holder to the Company, shall be in writing and shall be delivered in person,
by overnight  courier,  or by facsimile  transmission  (with hard copy to follow
promptly by first  class mail or  overnight  courier),  or mailed  first  class,
postage  prepaid  (a) to the  Company  at its  offices  1200  High  Ridge  Road,
Stamford,  Connecticut 06905, fax: (203) 329-0557, Attention:  President; or (b)
to the Warrant Agent its corporate  office,  40 Wall Street,  New York, New York
10005.  Each party  hereto may from time to time change the address as facsimile
numbers to which notices to it are to be delivered or mailed hereunder by notice
to the other party.

                  Any notice required to be mailed pursuant to this Agreement by
the Company or the Warrant Agent to the Holders shall be in writing and shall be
mailed first class, postage prepaid, or otherwise delivered,  to such Holders at
their respective  addresses on the books of the Warrant Agent. Any other notices
which the Company or the Warrant  Agent may wish to provide to the Holder may be
made in such  manner  (including  by  publication  in a  newspaper  of  national
circulation)  as the Company or the  Warrant  Agent,  as the case may be,  shall
elect.  Any  notice  requested  by any other  person  may be  dispatched  in the
discretion of the Warrant  Agent,  but at no expense to the Warrant Agent or the
Company.

                  SECTION 18.  Supplements and  Amendments.  The Company and the
Warrant Agent may from time to time  supplement or amend this Agreement  without
the  approval  of any  Holder in order to cure any  ambiguity  or to  correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provision  herein,  or to make any other  provisions in regard to
matters or questions  arising  hereunder which the Company and the Warrant Agent
may deem  necessary  or  desirable,  which  shall  not  adversely  affect in any
material  manner the interest of the Holders.  The Company and the Warrant Agent
may from time to time  supplement  or amend this  Agreement in any other respect
with the  written  consent of the  Holders  of not less than a  majority  of the
Warrants then outstanding;  provided,  however,  that no change in the number or
nature of the  securities  purchasable  upon the  exercise  of any  Warrant,  or
increase in the Exercise Price of any Warrant, or acceleration of the Expiration
Date of any Warrant,  shall be made without the written consent of the Holder of
such  Warrant,  other than such changes as are  specifically  prescribed by this
Agreement as originally executed or are made in compliance with applicable law.

                  SECTION 19.  Successors.  All the covenants and  provisions of
this  Agreement by or for the benefit of the Company or the Warrant  Agent shall
bind and  inure  to the  benefit  of their  respective  successors  and  assigns
hereunder.

                  SECTION 20.  Applicable  Law. This  Agreement and each Warrant
issued  hereunder shall be governed by and construed in accordance with the laws
of the State of New York applicable to contracts made and to be performed within
such State, without giving effect to principles of conflicts of laws.

                  SECTION  21.  Benefits  of  this  Agreement.  Nothing  in this
Agreement shall be construed to give to any person or corporation other than the
Company, the Warrant Agent, and the Holders any legal or equitable right, remedy
or  claim  under  this  Agreement;  this  Agreement  shall  be for the  sole and
exclusive  benefit of the  Company,  the  Warrant  Agent and the  Holders of the
Warrants.

                  SECTION 22.  Counterparts.  This  Agreement may be executed in
counterparts and by facsimile and each of such counterparts and facsimile copies
shall for all  purposes be deemed to be an original,  and all such  counterparts
shall together constitute but one and the same instrument.

                  SECTION  23.  Severability.  Any  term  or  provision  of this
Agreement which is invalid or  unenforceable  in any  jurisdiction  shall, as to
that  jurisdiction,   be  ineffective  to  the  extent  of  such  invalidity  or
unenforceability  without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or  enforceability of
any of the terms or provisions of this Agreement in any other  jurisdiction.  If
any  provision  of  this  Agreement  is so  broad  as to be  unenforceable,  the
provision shall be interpreted to be only so broad as is enforceable.


<PAGE>



                  SECTION  24.  Captions.  The  captions  of  the  Sections  and
subsections of this Agreement have been inserted for convenience  only and shall
have no substantive effect.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed, all as of the day and year first above written.


                                    VIMRx PHARMACEUTICALS INC.



                                    By:   /s/ Richard L. Dunning
                                         Name:  Richard L. Dunning
                                         Title: President and Chief Executive
                                                Officer


                                    AMERICAN STOCK TRANSFER
                                    & TRUST COMPANY



                                    By:   /s/ Herbert J. Lemmer
                                         Name:  Herbert J. Lemmer
                                         Title:  Vice President


<PAGE>



                                                                  Exhibit A





                           Form of Warrant Certificate
                                    (obverse)




              EXERCISABLE ONLY ON OR AFTER JUNE 21, 1996 AND ON OR
              BEFORE 5:00 P.M. NEW YORK CITY TIME ON JUNE 20, 2006

NUMBER
VPW: ________                                              WARRANTS: ________



                                                             SEE REVERSE SIDE
                                                              FOR DEFINITIONS

         COMMON STOCK
SUBSCRIPTION WARRANTS                                       CUSIP 927186 13 0

              Incorporated Under the Laws of The State of Delaware


                           VIMRx PHARMACEUTICALS, INC.


This certifies that FOR VALUE RECEIVED






or registered  assigns (the  "Registered  Holder") is the owner of the number of
Common Stock  Subscription  Warrants  (the  "Warrants")  specified  above.  Each
Warrant  initially  entitles the Registered  Holder to purchase,  subject to the
terms and  conditions  set forth in this  Warrant  Certificate  and the  Warrant
Agreement (as hereinafter  defined),  one fully paid and nonassessable  share of
Common Stock,  $.001 par value (the "Common  Stock"),  of VIMRx  Pharmaceuticals
Inc., a Delaware corporation (the "Company"),  at any time between June 21, 1996
and 5:00 p.m.  (New York City time) on June 20,  2006 (the  "Expiration  Date"),
upon surrender of this Warrant  Certificate  with the  Subscription  Form on the
reverse hereof duly executed, at the principal office of American Stock Transfer
& Trust  Company,  as Warrant  Agent,  or its successor  (the "Warrant  Agent"),
accompanied by payment of $1.50 per Warrant (the "Exercise  Price") by certified
or official  bank check made payable to the Warrant Agent for the account of the
Company.


<PAGE>





                  This Warrant  Certificate and each Warrant  represented hereby
are  issued  pursuant  to and are  subject  in all  respects  to the  terms  and
conditions set forth in the Warrant Agreement (the "Warrant  Agreement"),  dated
as of June 17, 1996, by and between the Company and the Warrant Agent. A copy of
the Warrant  Agreement  may be obtained by the  Registered  Holder upon  written
request to the Company.

                  Upon the  occurrence  of certain  events  provided  for in the
Warrant  Agreement,  the  Exercise  Price and the number and kind of  securities
subject to purchase  upon the  exercise of each Warrant  represented  hereby are
subject to adjustment.

                  Each Warrant  represented  hereby is exercisable at the option
of the  Registered  Holder,  but no  fractional  shares of Common  Stock will be
issued. In the case of the exercise of less than all of the Warrants represented
hereby, the Company shall execute a new Warrant  Certificate,  which the Warrant
Agent shall countersign and deliver, for the balance of such Warrants.

                  This Warrant  Certificate is exchangeable,  upon the surrender
hereof by the  Registered  Holder at the principal  office of the Warrant Agent,
for a new Warrant Certificate or Warrant Certificates  entitling such Registered
Holder to  purchase a like  aggregate  number of shares of Common  Stock as this
Warrant  Certificate  entitles such Registered Holder to purchase.  A Registered
Holder desiring to exchange this Warrant  Certificate shall make such request in
writing delivered to the Warrant Agent, and shall surrender,  properly endorsed,
this Warrant Certificate to be so exchanged.  Thereupon, the Warrant Agent shall
countersign  and deliver to the Registered  Holder a new Warrant  Certificate or
Warrant  Certificates as so requested,  in the name of such  Registered  Holder,
subject to the  limitations  provided in the Warrant  Agreement.  No  fractional
Warrant Certificate shall be issued and no new Warrant Certificate entitling the
Registered Holder thereof to purchase fractional shares will be issued.

                  Prior to the exercise of any Warrant  represented  hereby, the
Registered  Holder shall not be entitled to any rights of a  stockholder  of the
Company,  including,  without  limitation,  the  right  to  vote  or to  receive
dividends, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided in the Warrant Agreement.

                  The  Company  and the  Warrant  Agent  may deem and  treat the
Registered Holder as the absolute owner hereof  (notwithstanding any notation of
ownership or other writing hereon made by anyone) for all purposes and shall not
be affected by any notice to the contrary.

                  This Warrant Certificate is not valid unless  countersigned by
the Warrant Agent.

                  IN  WITNESS  WHEREOF,  the  Company  has caused  this  Warrant
Certificate  to be  duly  executed,  manually  or in  facsimile,  by  two of its
officers  thereunto duly  authorized and a facsimile of its corporate seal to be
imprinted thereon.

                           VIMRx PHARMACEUTICALS INC.



                                                   By:
                                                          Secretary



                                                   By:
                                                       President and
                                                       Chief Executive Officer

COUNTERSIGNED:

AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent



By:____________________________
   Authorized Officer


<PAGE>


                                                    (Reverse)



                  The following  abbreviations,  when used in the inscription on
the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -          as tenants          UNIF GIFT MIN ACT-______Custodian_______
                   in common                             (Cust)        (Minor)
TEN ENT -          as tenants by                  under Uniform Gifts to Minors
                   the entireties                 Act__________________
JT TEN  -          as joint tenants with right           (State)
                   of survivorship and not as tenants
                   in common

             Additional  abbreviations  may also be used though not in the above
list.


                                        SUBSCRIPTION FORM
                         (To be executed only upon exercise of Warrant)

                  The  undersigned  hereby  irrevocably  elects to exercise  the
right of purchase  represented  by the within  Warrant  Certificate  for, and to
purchase  thereunder,  shares of Common  Stock,  as provided  for  therein,  and
tenders  herewith  payment  of the  purchase  price  in  full  in the  form of a
certified or official bank check in the amount of $

                  Please issue a certificate or certificates  for such shares of
Common Stock in the name of:



                            Name
                                (Please Print Name, Address and Social Security
                                 or Taxpayer Identification Number)



















And, if said number of shares shall not be all the shares  purchasable under the
within  Warrant  Certificate,  a new Warrant  Certificate is to be issued in the
name of said  undersigned  for the balance  remaining of the shares  purchasable
thereunder.



            Signature      __________________________________________
                 Note:     The above signature must correspond
                           exactly with the name on the face of this Warrant
                           Certificate or with the name of assignee appearing
                           in the assignment form below.


____________________________________
Signature                            Guarantee  Signatures  should be guaranteed
                                     by an eligible guarantor  institution which
                                     is  a  member  of  a  signature   guarantee
                                     program satisfactory to the Warrant Agent.


                                   ASSIGNMENT
                (To be executed only upon assignment of Warrant)

                  FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and
transfers unto

         PLEASE INSERT SOCIAL SECURITY OR OTHER
             IDENTIFYING NUMBER OF ASSIGNEE

         [                     ]


_______________________________________________________________________________
          (Name and Address of Assignee Must Be Printed or Typewritten)


_______________________________________________________________________________
the within Warrant Certificate, hereby irrevocably constituting and appointing


______________________________________________________________________, Attorney
to transfer  said Warrant  Certificate  on the books of the  Company,  with full
power of substitution in the premises.


Dated:_________________________________           ______________________________
                                                  Signature of Registered Holder

                                   Note:     The above signature must correspond
                                             exactly with the name on the face
                                             of this Warrant Certificate.
------------------------------------
Signature                                           Guarantee  Signatures should
                                                    be guaranteed by an eligible
                                                    guarantor  institution which
                                                    is a member  of a  signature
                                                    guarantee            program
                                                    satisfactory  to the Warrant
                                                    Agent.