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                                                                     Exhibit 4.2


                                 FORM OF WARRANT

                            Warrant to Purchase Up To
                    ______________ Shares Of Common Stock of
                         BioSante Pharmaceuticals, Inc.

         THIS CERTIFIES that, for value received, ________________ ("Investor")
or any transferee of Investor (Investor or such transferee being hereinafter
referred to as the "Holder"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, to purchase from BioSante Pharmaceuticals,
Inc., a Wyoming corporation (the "Company"), that number of fully paid and
nonassessable shares of common stock, no par value (the "Warrant Shares") of the
Company (the "Common Stock") at the purchase price per share as set forth in
Section 1 below (the "Exercise Price"). The number of Warrant Shares purchasable
and Exercise Price are subject to adjustment as provided in Section 10 hereof.

         1. NUMBER OF WARRANT SHARES; EXERCISE PRICE; TERM.

                  (a) Subject to adjustments as provided herein, the Holder of
         this Warrant may, at the Holder's option, exercise this Warrant in
         whole at any time or in part from time to time for
         _____________________________ (__________) Warrant Shares at an
         Exercise Price of $0.625 per Warrant Share.

                  (b) Subject to the terms and conditions set forth herein, this
         Warrant and all rights and options hereunder shall expire at 5:00 p.m.
         central standard time on __________________, 2006. This Warrant and all
         options and rights hereunder shall be wholly void to the extent this
         Warrant is not exercised before it expires.

         2. TRANSFERABILITY OF WARRANT. The Warrant and all rights hereunder are
not transferable, in whole or in part.

         3. EXERCISE OF WARRANT. The Warrant is exercisable by the Holder, in
whole or in part, at any time, or from time to time, during the term hereof as
described in Section l above, by the surrender of the Warrant and the Notice of
Exercise annexed hereto duly completed and executed on behalf of the Holder
hereof, at the office of the Company in Lincolnshire, Illinois (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder hereof at the address of the Holder appearing on the books of the
Company), and subject to Section 4 hereof, upon payment of the Exercise Price in
cash or check, whereupon the Holder of the Warrant shall be entitled to receive
shares of Common Stock of the Company for the number of Warrant Shares so
purchased and, if the Warrant is exercised for fewer than all of the Warrant
Shares, a new Warrant representing the right to acquire the number of Warrant
Shares in respect of which this Warrant shall not have been exercised.
Notwithstanding the foregoing, payment of the Exercise Price may also be made by
(a) delivering shares of Common Stock already owned by the Holder having a total
Fair Market Value (as defined in Section 4) on the date of delivery equal to the
aggregate Exercise Price; (b) authorizing the Company to return Warrant Shares
which would otherwise be issuable upon exercise of this Warrant having a total
Fair Market Value on the date of exercise equal to the aggregate Exercise Price;
or (c) any combination of the foregoing. The Company agrees that, upon exercise
of the Warrant in

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accordance with the terms hereof, the Warrant Shares so purchased shall be
deemed to be issued to the Holder as the record owner of such Warrant Shares as
of the close of business on the date on which the Warrant shall have been
exercised.

         Certificates for Warrant Shares purchased hereunder and, on exercise of
fewer than all of the Warrant Shares purchasable hereunder, a new Warrant
representing the right to acquire Warrant Shares not so purchased shall be
delivered to the Holder hereof as promptly as practicable after the date on
which the Warrant shall have been exercised.

         The Company covenants that all Warrant Shares which may be issued upon
the exercise of the Warrant shall, upon exercise of the Warrant and payment of
the Exercise Price, be 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 or otherwise specified herein).

         4. NO FRACTIONAL WARRANT SHARES OR SCRIP. No fractional Warrant Shares
or scrip representing fractional shares shall be issued upon the exercise of the
Warrant. In lieu of any fractional Warrant Share to which the Holder would
otherwise be entitled, such Holder shall be entitled, at its option, to receive
either (a) a cash payment equal to the excess of Fair Market Value (as defined
herein) for such fractional Warrant Share above the Exercise Price for such
fractional share or (b) a whole share if the Holder tenders the Exercise Price
for one whole Warrant Share. For purposes hereof, the term "Fair Market Value"
shall mean an amount determined as follows: (A) if the Common Stock is listed on
a national or regional securities exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on the Nasdaq National Market
System or the Nasdaq Small Cap Market (collectively, "Nasdaq"), the Fair Market
Value on a particular day shall be the last reported sale price of a share of
Common Stock on such exchange or on Nasdaq, on the last business day prior to
such day or, if no such sale is made on such business day, the business day
before such business day, or (B) if the Common Stock is not listed or admitted
to unlisted trading privileges on an exchange or on Nasdaq, the fair market
value on a particular day shall be the mean of the last reported bid and asked
prices reported by the National Quotation Bureau, Inc., or the National
Association of Securities Dealers, Inc. OTC Bulletin Board on the last business
day prior to such day, or (C) if the Common Stock is not so listed or admitted
to unlisted trading privileges on an exchange or on Nasdaq and bid and asked
prices are not so reported, the Fair Market Value on a particular day shall be
an amount determined in such reasonable manner as may be prescribed by the board
of directors of the Company.

         5. CHARGES, TAXES AND EXPENSES. Issuance of certificates for Warrant
Shares upon the exercise of the Warrant shall be made without charge to the
Holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the Holder of the Warrant or in such name or names as may be directed by the
Holder of the Warrant; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder of
the Warrant, the Warrant when surrendered for exercise shall be accompanied by
the Assignment Form attached hereto duly executed by the Holder and the Notice
of Exercise duly completed and executed and stating in whose name the

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certificates are to be issued; and provided further, that such assignment shall
be subject to applicable laws and regulations.

         6. NO RIGHTS AS WARRANT SHAREHOLDERS. The Warrant does not entitle the
Holder hereof to any voting rights, dividend rights or other rights as a
shareholder of the Company prior to the exercise thereof.

         7. EXCHANGE AND REGISTRY OF WARRANT. The Company shall maintain a
registry showing the name and address of the Holder of the Warrant. The Warrant
may be surrendered for exchange, transfer or exercise, in accordance with the
terms hereof, at the office of the Company, and the Company shall be entitled to
rely in all respects, prior to written notice to the contrary, upon such
registry.

         8. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of the Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of the Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of the Warrant.

         9. 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 or a Sunday or shall be a legal holiday, then such
action may be taken or such right may be exercised on the next succeeding day
not a Saturday or a Sunday or a legal holiday.

         10. ADJUSTMENTS. The above provisions are, however, subject to the
following:

                  (a) The Exercise Price shall be subject to adjustment from
         time to time as hereinafter provided. Upon each adjustment of the
         Exercise Price, the Holder shall thereafter be entitled to purchase, at
         the Exercise Price resulting from such adjustment, the number of shares
         obtained by multiplying the Exercise Price in effect immediately prior
         to such adjustment by the number of shares purchasable pursuant to this
         Warrant immediately prior to such adjustment and dividing the product
         thereof by the Exercise Price resulting from such adjustment.

                  (b) Except for (i) shares of capital stock of the Company
         issued to employees, directors, advisors and consultants of the
         Company, vendors and other similar persons to whom the Company owes
         money, (ii) options and warrants granted to employees, directors,
         advisors and consultants of the Company, (iii) shares of Common Stock
         of the Company issuable upon the exercise of options and warrants
         granted to employees, directors, advisors and consultants, (iv) shares
         of Common Stock issuable upon the exercise of all currently outstanding
         warrants and other convertible securities and (v) shares of capital
         stock issuable upon the conversion of all currently outstanding shares
         of preferred stock of the Company, if the Company shall issue or sell
         any shares of Common Stock during the next twelve months for a
         consideration per share less than $0.50, then, forthwith upon such
         issue or sale, the Exercise Price shall be reduced to the price
         (calculated to the nearest cent) determined by dividing (A) an amount
         equal to the

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         sum of (1) the number of shares of Common Stock outstanding immediately
         prior to such issue or sale multiplied by the then existing Exercise
         Price, and (2) the consideration, if any, received by the Company upon
         such issue or sale by (B) an amount equal to the sum of (1) the number
         of shares of Common Stock outstanding immediately prior to such issue
         or sale and (2) the number of shares of Common Stock thus issued or
         sold.

                  (c) For the purposes of paragraph (b), the following
         provisions (i) to (vi), inclusive, shall also be applicable:

                           (i) In case at any time the Company shall grant
                  (whether directly or by assumption in a merger or otherwise)
                  any rights to subscribe for or to purchase, or any options for
                  the purchase of, Common Stock or any obligations, stock or
                  securities convertible into or exchangeable for Common Stock
                  (such convertible or exchangeable stock or securities being
                  herein called "Convertible Securities") whether or not such
                  rights or options or the right to convert or exchange any such
                  Convertible Securities are immediately exercisable, and the
                  price per share at which shares of Common Stock are issuable
                  upon the exercise of such rights or options or upon conversion
                  or exchange of such Convertible Securities (determined by
                  dividing (A) the total amount, if any, received or receivable
                  by the Company as consideration for the granting of such
                  rights or options, plus the minimum aggregate amount of
                  additional consideration payable to the Company upon the
                  exercise of such rights or options, plus, in the case of such
                  rights or options which relate to Convertible Securities, the
                  minimum aggregate amount of additional consideration, if any,
                  payable upon the issue or sale of such Convertible Securities
                  and upon the conversion or exchange thereof, by (B) the total
                  maximum number of shares of Common Stock issuable upon the
                  exercise of such rights or options or upon the conversion or
                  exchange of all such Convertible Securities issuable upon the
                  exercise of such rights or options) shall be less than the
                  Exercise Price in effect immediately prior to the time of the
                  granting of such rights or options, then the total maximum
                  number of shares of Common Stock issuable upon the exercise of
                  rights or options or upon conversion or exchange of the total
                  maximum amount of such Convertible Securities issuable upon
                  the exercise of such rights or options shall (as of the date
                  of granting of such rights or options) be deemed to have been
                  issued for such price per share. Except as provided in
                  paragraph (f) below, no further adjustments of the Exercise
                  Price shall be made upon the actual issue of such Common Stock
                  or of such Convertible Securities upon exercise of such rights
                  or options or upon the actual issue of such Common Stock upon
                  conversion or exchange of such Convertible Securities.

                           (ii) In case the Company shall issue or sell (whether
                  directly or by assumption in a merger or otherwise) any
                  Convertible Securities, whether or not the rights to exchange
                  or convert thereunder are immediately exercisable, and the
                  price per share for which Common Stock is issuable upon such
                  conversion or exchange (determined by dividing (A) the total
                  amount received or receivable by the Company as consideration
                  for the issue or sale of such Convertible Securities, plus the
                  minimum aggregate amount of additional consideration, if any,
                  payable to the Company upon the conversion or exchange
                  thereof, by (B) the total

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                  maximum number of shares of Common Stock issuable upon the
                  conversion or exchange of all such Convertible Securities)
                  shall be less than the Exercise Price in effect immediately
                  prior to the time of such issue or sale, then the total
                  maximum number of shares of Common Stock issuable upon
                  conversion or exchange of all such Convertible Securities
                  shall (as of the date of the issue or sale of such Convertible
                  Securities) be deemed to be outstanding and to have been
                  issued for such price per share, provided that (x) except as
                  provided in paragraph (f) below, no further adjustments of the
                  Exercise Price shall be made upon the actual issue of such
                  shares of Common Stock upon conversion or exchange of such
                  Convertible Securities, and (y) if any such issue or sale of
                  such Convertible Securities is made upon exercise of any
                  rights to subscribe for or to purchase or any option to
                  purchase any such Convertible Securities for which adjustments
                  of the Exercise Price have been or are to be made pursuant to
                  other provisions of this paragraph (c), no further adjustment
                  of the Exercise Price shall be made by reason of such issue or
                  sale.

                           (iii) In case the Company shall declare a dividend or
                  make any other distribution upon any stock of the Company
                  payable in Common Stock or Convertible Securities, or in any
                  rights or options to purchase any Common Stock or Convertible
                  Securities, any Common Stock or Convertible Securities, or any
                  such rights or options, as the case may be, issuable in
                  payment of such dividend or distribution shall be deemed to
                  have been issued or sold without consideration.

                           (iv) In case any shares of Common Stock or
                  Convertible Securities or any rights or options to purchase
                  any shares of Common Stock or Convertible Securities shall be
                  issued or sold for cash, the consideration received therefor
                  shall be deemed to be the amount received by the Company
                  therefor, without deduction therefrom of any expenses incurred
                  or any underwriting commissions, discounts or concessions paid
                  or allowed by the Company in connection therewith. In case any
                  shares of Common Stock or Convertible Securities or any rights
                  or options to purchase any shares of Common Stock or
                  Convertible Securities shall be issued or sold for a
                  consideration other than cash, the amount of the consideration
                  other than cash received by the Company shall be deemed to be
                  the fair value of such consideration as determined by the
                  Board of Directors of the Company, without deduction of any
                  expenses incurred or any underwriting commissions, discounts
                  or concessions paid or allowed by the Company in connection
                  therewith. In case any shares of Common Stock or Convertible
                  Securities or any rights or options to purchase shares of
                  Common Stock or Convertible Securities shall be issued in
                  connection with any merger or consolidation in which the
                  Company is the surviving corporation, the amount of
                  consideration therefor shall be deemed to be the fair value as
                  determined by the Board of Directors of the Company of such
                  portion of the assets and business of the non-surviving
                  corporation or corporations as such Board shall have
                  determined to be attributable to such shares of Common Stock,
                  Convertible Securities, rights or options, as the case may be.
                  In the event of any consolidation or merger of the Company in
                  which the Company is not the surviving corporation or in the
                  event of any sale of all or substantially all of the assets of
                  the Company

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                  for stock or other securities of any other corporation, the
                  Company shall be deemed to have issued a number of shares of
                  its Common Stock for stock or securities of the other
                  corporation computed on the basis of the actual exchange ratio
                  on which the transaction was predicated and for a
                  consideration equal to the fair market value on the date of
                  such transaction of such stock or securities of the other
                  corporation, and if any such calculation results in adjustment
                  of the Exercise Price, the determination of the number of
                  shares of Common Stock issuable upon exercise immediately
                  prior to such merger, consolidation or sale, for purposes of
                  paragraph (f) below, shall be made after giving effect to such
                  adjustment of the Exercise Price.

                           (v) In case the Company shall take a record of the
                  holders of its Common Stock for the purpose of entitling them
                  (A) to receive a dividend or other distribution payable in
                  shares of Common Stock or in Convertible Securities, or in any
                  rights or options to purchase any shares of Common Stock or
                  Convertible Securities, or (B) to subscribe for or purchase
                  shares of Common Stock or Convertible Securities, then such
                  record date shall be deemed to be the date of the issue or
                  sale of the shares of Common Stock deemed to have been issued
                  or sold upon the declaration of such dividend or the making of
                  such other distribution or the date of the granting of such
                  rights of subscription or purchase, as the case may be.

                           (vi) The number of shares of Common Stock outstanding
                  at any given time shall not include shares owned or held by or
                  for the account of the Company, and the disposition of any
                  such shares shall be considered an issue or sale of Common
                  Stock for the purposes of this paragraph (c).

                  (d) In case the Company shall at any time subdivide its
         outstanding shares of Common Stock into a greater number of shares, the
         Exercise Price in effect immediately prior to such subdivision shall be
         proportionately reduced, and conversely, in case the outstanding shares
         of Common Stock of the Company shall be combined into a smaller number
         of shares, the Exercise Price in effect immediately prior to such
         combination shall be proportionately increased.

                  (e) Upon the happening of any of the following events, namely,
         if the purchase price provided for in any rights or options referred to
         in clause (i) of paragraph (c), the additional consideration, if any,
         payable upon the conversion or exchange of Convertible Securities
         referred to in clause (i) or clause (ii) of paragraph (c), or the rate
         at which any Convertible Securities referred to in clause (i) or clause
         (ii) of paragraph (c) are convertible into or exchangeable for Common
         Stock shall change (other than under or by reason of provisions
         designed to protect against dilution), the Exercise Price in effect at
         the time of such event shall forthwith be increased or decreased to the
         Exercise Price which would have obtained had the adjustments made upon
         the issuance of such rights, options or Convertible Securities been
         made upon the basis of (i) the issuance of the number of shares of
         Common Stock theretofore actually delivered upon the exercise of such
         options or rights or upon the conversion or exchange of such
         Convertible Securities, and the total consideration received therefor,
         and (ii) the issuance at the time of such

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         change of any such options, rights or Convertible Securities then still
         outstanding for the consideration, if any, received by the Company
         therefor and to be received on the basis of such changed price; and on
         the expiration of any such option or right or the termination of any
         such right to convert or exchange such Convertible Securities, the
         Exercise Price then in effect hereunder shall forthwith be increased to
         the Exercise Price which would have obtained had the adjustments made
         upon the issuance of such rights or options or Convertible Securities
         been made upon the basis of the issuance of the shares of Common Stock
         theretofore actually delivered (and the total consideration received
         therefor) upon the exercise of such rights or options or upon the
         conversion or exchange of such Convertible Securities. If the purchase
         price provided for in any such right or option referred to in clause
         (i) of paragraph (c) or the rate at which any Convertible Securities
         referred to in clause (i) or clause (ii) of paragraph (c) are
         convertible into or exchangeable for Common Stock shall decrease at any
         time under or by reason of provisions with respect thereto designed to
         protect against dilution, then in case of the delivery of Common Stock
         upon the exercise of any such right or option or upon conversion or
         exchange of any such Convertible Securities, the Exercise Price then in
         effect hereunder shall forthwith be decreased to such Exercise Price as
         would have obtained had the adjustments made upon the issuance of such
         right, option or Convertible Securities been made upon the basis of the
         issuance of (and the total consideration received for) the shares of
         Common Stock delivered as aforesaid.

                  (f) If any capital reorganization or reclassification of the
         capital stock of the Company, or consolidation or merger of the Company
         with another corporation, or the sale of all or substantially all of
         its assets to another corporation shall be effected in such a way that
         holders of Common Stock shall be entitled to receive stock, securities
         or assets with respect to or in exchange for shares of Common Stock
         (such stock, securities or assets being hereinafter referred to as
         "substituted property"), then, as a condition of such reorganization,
         reclassification, consolidation, merger or sale, lawful and adequate
         provision shall be made whereby the holder of this Warrant shall
         thereafter have the right to purchase and receive upon the basis and
         upon the terms and conditions specified herein and in lieu of the
         shares of the Common Stock of the Company immediately theretofore
         purchasable and receivable upon the exercise of this Warrant, such
         substituted property as may be issued or payable with respect to or in
         exchange for a number of outstanding shares of such Common Stock equal
         to the number of shares of such stock immediately theretofore
         purchasable and receivable upon the exercise of this Warrant had such
         reorganization, reclassification, consolidation, merger or sale not
         taken place, and in any such case appropriate provision shall be made
         with respect to the rights and interests of the holder of this Warrant
         to the end that the provisions hereof (including without limitation
         provisions for adjustments of the Exercise Price and of the number of
         shares purchasable upon the exercise of this Warrant) shall thereafter
         be applicable, as nearly as may be, in relation to any substituted
         property thereafter purchasable and receivable upon the exercise of
         this Warrant. The Company shall not effect any such consolidation,
         merger or sale, unless prior to the consummation thereof the successor
         corporation (if other than the Company) resulting from such
         consolidation or merger or the corporation purchasing such assets shall
         assume by written instrument executed and mailed to the holder of this
         Warrant at the last address of such holder appearing on the books of
         the Company, the obligation to deliver to such holder such substituted
         property as, in

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         accordance with the foregoing provisions, such holder may be entitled
         to purchase and receive.

                  (g) If the Company takes any other action, or if any other
         event occurs, which does not come within the scope of the provisions of
         Paragraphs (a) through (f) of this Section 10 but which should result
         in adjustment in the Exercise Price and/or the number of shares subject
         to the Warrant in order to fairly protect the purchase rights of the
         holder of this Warrant, an appropriate adjustment of such Exercise
         Price shall be made by the Company.

                  (h) Upon any adjustment of the Exercise Price, then and in
         each such case, the Company shall give written notice thereof, by
         first-class mail, postage prepaid, addressed to the holder of this
         Warrant at the address of such holder as shown on the books of the
         Company, which notice shall state the Exercise Price resulting from
         such adjustment and the increase or decrease, if any, in the number of
         shares purchasable at such price upon the exercise of this Warrant,
         setting forth in reasonable detail the method of calculation and the
         facts upon which such calculation is based.

                  (i)      In case any time:

                           (i) the Company shall pay any dividend payable in
                  stock upon its Common Stock or make any distribution (other
                  than regular cash dividends) to the holders of its Common
                  Stock;

                           (ii)  the Company shall offer for subscription pro
                  rata to the holders of its Common Stock any additional shares
                  of stock of any class or other rights;

                           (iii) there shall be any capital reorganization,
                  reclassification of the capital stock of the Company, or
                  consolidation or merger of the Company with, or sale of all or
                  substantially all of its assets to, another corporation; or

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

         then, in any one or more of said cases, the Company shall give written
         notice, by first-class mail, postage prepaid, addressed to the holder
         of this Warrant at the address of such holder as shown on the books of
         the Company, of the date on which (A) the books of the Company shall
         close or a record shall be taken for such dividend, distribution or
         subscription rights, or (B) such reorganization, reclassification
         consolidation, merger, sale, dissolution, liquidation or winding up
         shall take place, as the case may be. Such notice shall also specify
         the date as of which the holders of Common Stock of record shall
         participate in such dividend distribution or subscription rights, or
         shall be entitled to exchange their Common Stock for securities or
         other property deliverable upon such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding up, as
         the case may be. Such written notice shall be at least 20 days prior to
         the action in question and not less than 20 days prior to the record
         date or the date on which the Company's transfer books are closed in
         respect thereto.

<PAGE>

                  (j) Notwithstanding anything in this Warrant to the contrary,
         no adjustment will be made to the Exercise Price as a result of the
         issuance of securities by the Company after twelve months after the
         date of this Warrant.

         11.      MISCELLANEOUS.

                  (a) GOVERNING LAW. The Warrant shall be binding upon any
         successors or assigns of the Company. The Warrant shall constitute a
         contract under the laws of Illinois and for all purposes shall be
         construed in accordance with and governed by the laws of said state,
         without giving effect to the conflict of laws principles.

                  (b) RESTRICTIONS. THIS WARRANT AND THE COMMON STOCK TO BE SOLD
         UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT
         BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF
         AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION
         THEREFROM.

                  (c) AMENDMENTS. The Warrant may be amended and the observance
         of any term of the Warrant may be waived with the written consent of
         the Company and the Holder.

                  (d) SECTION HEADINGS. The section headings used herein are for
         convenience of reference only, are not part of this Warrant and are not
         to affect construction of or be taken into consideration in
         interpreting this Warrant.

                  (e) NOTICES. Any notice required or permitted hereunder shall
         be deemed effectively given upon personal delivery to the party to be
         notified upon deposit with the United States Post Office, by certified
         mail, postage prepaid and addressed to the party to be notified at the
         address: with respect to the Company, at its principal address in
         Lincolnshire, Illinois (or such other office or agency of the Company
         as it may designate by notice in writing to the Holder); and with
         respect to the Holder, at the address of the Holder appearing on the
         books of the Company.

                                     * * * *

THIS WARRANT AND THE COMMON STOCK TO BE SOLD UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN EXEMPTION THEREFROM.

<PAGE>

         IN WITNESS WHEREOF, BioSante Pharmaceuticals, Inc. has caused this
Warrant to be executed by its officer thereunto duly authorized.

Dated:  _______________________, 2001


                                 BIOSANTE PHARMACEUTICALS, INC.


                                 By:_________________________________

                                 Title:______________________________

<PAGE>

                               NOTICE OF EXERCISE


To:      BioSante Pharmaceuticals, Inc.

         1. The undersigned hereby elects to exercise the right to purchase
represented by the attached Warrant for, and to purchase thereunder, _______
shares of common stock, no par value (the "Warrant Shares") of BioSante
Pharmaceuticals, Inc. (the "Company") and tenders herewith payment of the
purchase price and any transfer taxes payable pursuant to the terms of the
Warrant.

         2. The Warrant Shares to be received by the undersigned upon exercise
of the Warrant are being acquired for its own account, not as a nominee or
agent, and not with a view to resale or distribution of any part thereof, and
the undersigned has no present intention of selling, granting any participation
in, or otherwise distributing the same. The undersigned further represents that
it does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to the Warrant Shares. The undersigned believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Warrant Shares.

         3. Please issue a certificate or certificates representing said Warrant
Shares in the name set forth below:

                                           _____________________________________
                                           [Name]

         4. If said number of Warrant Shares are not all the Warrant Shares
purchasable under the Warrant, please issue a new Warrant for the balance of
such Warrant Shares in the name set forth below:

                                           _____________________________________
                                           [Name]


Executed on __________________________ (date).

_________________________________________
[NAME OF HOLDER]

By:___________________________________________________________

Printed Name:_________________________________________________

Title (if applicable):________________________________________