<PAGE>

                                                                  EXECUTION COPY



THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SHARES OF STOCK
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR ANY SECURITIES LAWS OF A STATE OR OTHER
JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR (ii) AN EXEMPTION THEREFROM.

                               SAFESCIENCE, INC.

                           EXERCISEABLE AT OR BEFORE
                    5:00 P.M., NEW YORK TIME, July 10, 2006

No. JS-01                                           Warrant to Purchase
                                                            381,679 Shares

                          WARRANT TO PURCHASE SHARES
                                OF COMMON STOCK

     THIS CERTIFIES THAT, for value received, Elan International Services, Ltd.,
a Bermuda exempted limited liability company, or its permitted transferees and
successors as provided herein (each, a "Holder"), is entitled to subscribe for
and purchase up to 381,679 shares, as adjusted pursuant to Section 4 (the
"Shares"), of the fully paid and nonassessable common stock, par value U.S.$.01
per share (the "Common Stock"), of SafeScience, Inc., a Nevada corporation (the
"Company"), at the price of U.S.$2.43 per share (such price, and such other
prices that shall result from time to time, from the adjustments specified in
Section 4, the "Warrant Price"), subject to the provisions and upon the terms
and conditions hereinafter set forth.

          1.  Term.  Subject to the limitations set forth in Sections 3 and 4,
              ----
the purchase right represented by this Warrant is exercisable, in whole or in
part, at any time, and from time to time, from and after the original date of
issuance hereof (the "Original Issue Date") and until 5:00 p.m., New York time,
July 10, 2006.  To the extent not exercised before 5:00 p.m., New York time, on
July 10, 2006, this Warrant shall completely and automatically terminate and
expire, and thereafter it shall be of no force or effect.

          2.  Method of Exercise; Payment; Issuance of New Warrant. (A)  The
              ----------------------------------------------------
purchase right represented by this Warrant may be exercised by the Holder, in
whole or in part and from time to time, by the surrender of this Warrant (with
the notice of exercise form attached hereto as Annex A duly executed) at the
principal office of the Company and by the payment to the Company of an amount,
at the option of the Holder, (i) in cash or other immediately available
<PAGE>

funds, (ii) by the surrender of this Warrant (or a portion hereof) in accordance
with the terms hereof but without payment in cash (a "Cashless Exercise") or
(iii) with any combination of (i) and (ii). The number of shares of Common Stock
issuable in respect of a Cashless Exercise shall be computed using the following
formula:

     X = Y (A-B)
         -------
            A

     Where:    X =  the number of shares of Common Stock to be   issued to the
                    Holder in respect of a Cashless Exercise

               Y =  the number of shares of Common Stock purchasable under the
                    Warrant or, if only a portion of the Warrant is being
                    exercised, the portion of the Warrant being canceled in
                    connection with such Cashless Exercise (at the date of such
                    calculation)

               A =  the Fair Market Value (as defined below) of one share of the
                    Company's Common Stock (at the date of such calculation)

               B =  Warrant Price (as adjusted to the date of such calculation)

          The "Fair Market Value" of one share of Common Stock shall be
determined by the Company's Board of Directors in good faith and certified in a
Board resolution (taking into account the most recently or concurrently
completed arm's length transaction between the Company and an unaffiliated third
party the closing of which occurs within the six months preceding or on the date
of such calculation, if any) and shall be reasonably agreed to by the Holder
(provided, that in the event the Company and the Holder do not agree on the Fair
Market Value, the parties shall jointly appoint an independent third party to
determine the Fair Market Value); provided, however, that in the event the
Common Stock is traded on a securities exchange, the Nasdaq National Market or
the Nasdaq SmallCap Market, the Fair Market Value shall be deemed to be the
average of the closing sale prices for the Common Stock over the five- or
twenty-trading day period (or such shorter period for which closing sale prices
are available if the Common Stock commenced trading during such period) ending
one trading day prior to the date of exercise of this Warrant, whichever is
higher.

          (B)  The persons or entities in whose name(s) any certificate(s)
representing Shares shall be issuable upon exercise of this Warrant shall be
deemed to have become the holder(s) of record of, and shall be treated for all
purposes as the record holder(s) of, the Shares represented thereby (and such
Shares shall be deemed to have been issued) immediately prior to the close of
business on the date or dates upon which this Warrant is properly exercised and
full payment for the Shares acquired pursuant to such exercise is made.  Upon
any exercise of the rights represented by this Warrant, certificates for the
Shares purchased shall be delivered to the holder hereof as soon as possible and
in any event within 30 days of receipt of such notice and

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payment, and unless this Warrant has been fully exercised or expired, a new
Warrant representing the portion of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the holder
hereof as soon as possible and in any event within such 30-day period.

          3.  Stock Fully Paid, Reservation of Shares.  All Shares that may be
              ---------------------------------------
issued upon the exercise of this Warrant will, upon issuance, be duly and
validly authorized and issued, fully paid and nonassessable, and will be free
from all transfer taxes, liens and charges with respect to the issue thereof and
assuming payment of the applicable consideration for all Shares so purchased,
legally and validly owned by the Holder.  During the period within which this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the sole purpose of the issue upon the exercise of the purchase
rights evidenced by this Warrant, a sufficient number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant.  As
long as this Warrant shall be outstanding, the Company shall use its best
efforts to cause all shares of Common Stock issuable upon exercise of this
Warrant to be listed and/or quoted on all securities exchanges and/or Nasdaq or
other medium on which such shares may then be listed.

          4.  Adjustment of Warrant Price and Number of Shares. The number and
              ------------------------------------------------
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to the adjustment from time to time upon the occurrence
of certain events, as follows:

               (a) Below Market Issuance; Stock Dividends, Etc.

                    (i) Sale of Shares Below Warrant Price or Fair Market Value.

                        (A) If at any time or from time to time after the date
hereof (the "Original Issue Date"), the Company issues or sells, or is deemed by
the express provisions of this subsection 4(a)(i) to have issued or sold,
Additional Shares of Common Stock (as defined in clause (D) below), other than
as a dividend or other distribution on any class of stock as provided in Section
4(a)(ii) below, and other than a subdivision or combination of shares of Common
Stock as provided in Section 4(a)(iii) below), for an Effective Price (as
defined in clause (D) below) that is less than the then the lower of (x) the
Warrant Price then in effect and (y) the Fair Market Value of a share of Common
Stock, then and in each such case, the then-existing Warrant Price shall be
reduced, as of the opening of business on the date of such issue or sale, to a
price determined by multiplying the Warrant Price by a fraction (i) the
numerator of which shall be (A) the number of shares of Common Stock deemed
outstanding immediately prior to such issue or sale, plus (B) the number of
shares of Common Stock which the aggregate consideration received (as defined in
clause (B) below) by the Company for the total number of Additional Shares of
Common Stock so issued would purchase at the lower of (x) the Warrant Price then
in effect and (y) the Fair Market Value of a share of Common Stock, and (ii) the
denominator of which shall be the number of shares of Common Stock deemed
outstanding immediately prior to such issue or sale plus the total number of
Additional Shares of Common Stock so issued. For the purposes of the preceding
sentence, the number of shares of Common Stock deemed to be outstanding as of a
given date shall be the sum of (A) the number of shares

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of Common Stock actually outstanding and (B) the number of shares of Common
Stock into which all then-outstanding shares of capital stock of the Company
convertible into shares of Common Stock could be converted if fully converted on
the day immediately preceding the given date. No adjustment shall be made to the
Warrant Price in an amount less than U.S.$0.01 per share. Any adjustment
otherwise required by this Section 4(a)(i) that is not required to be made due
to the preceding sentence shall be included in any subsequent adjustment to the
Warrant Price.

                        (B) Consideration Received for Additional Shares. For
the purpose of making any adjustment required under this Section 4(a)(i), the
consideration received by the Company for any issue or sale of securities shall
(x) to the extent it consists of cash, be computed at the net amount of cash
received by the Company after deduction of any underwriting or similar
commissions, compensation or concessions paid or allowed by the Company in
connection with such issue or sale but without deduction of any expenses payable
by the Company, and (y) to the extent it consists of property other than cash,
be computed at the fair market value of that property as determined, in good
faith, by the Board of Directors. If Additional Shares of Common Stock,
Convertible Securities (as defined in clause (C) below) or rights, warrants or
options to purchase either Additional Shares of Common Stock or Convertible
Securities are issued or sold together with other stock or securities or other
assets of the Company for a consideration which covers both, the consideration
received by the Company for such issuance or sale of Additional Shares of Common
Stock, Convertible Securities or rights, warrants or options to purchase either
Additional Shares of Common Stock or Convertible Securities shall be computed as
the portion of the consideration so received that may be reasonably determined,
in good faith, by the Board of Directors to be allocable to such Additional
Shares of Common Stock, Convertible Securities or rights, warrants or options
and shall be reasonably agreed to by the Holder; provided, that in the event the
Company and the Holder do not agree on the value of such consideration, the
parties shall mutually agree upon and appoint, as an appraiser, a nationally-
recognized investment banking firm, which shall be commissioned to investigate
the value of the property to be distributed and shall submit a notice of an
appraisal of that value to the Company and to the Holder within 30 days of such
commission. The appraiser shall be instructed to determine such value without
regard to income tax consequences to the recipient as a result of receiving
consideration other than cash. The value determined by the appraiser shall be
conclusive. If the appraised value varies by less than 7.5% from the value
determined by the Board of Directors, the aggregate amount to be distributed
shall be reduced by the expense of the appraisal process and if the appraised
value varies by 7.5% or more from the value determined by the Board of
Directors, the expense of the appraisal process shall be borne by the Company.

                        (C) Securities Convertible, Exchangeable and Exercisable
for Common Stock. For the purpose of the adjustment required under this Section
4(a)(i), if the Company issues or sells (i) stock or other securities
convertible or exchangeable into, Additional Shares of Common Stock (such
convertible or exchangeable stock or securities being herein referred to as
"Convertible Securities") or (ii) rights, warrants or options for the purchase
of Additional Shares of Common Stock or Convertible Securities, and if the
Effective Price of such Additional Shares of Common Stock is less than the lower
of (x) the Warrant Price and (y) the Fair Market Value of a share of Common
Stock, in each case the Company shall be

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<PAGE>

deemed to have issued at the time of the issuance of such rights, warrants or
options or Convertible Securities the maximum number of Additional Shares of
Common Stock issuable upon exercise or conversion thereof and to have received
as consideration for the issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Company for the issuance of
such rights, warrants or options or Convertible Securities, (I) plus, in the
case of such rights, warrants or options, the minimum amounts of consideration,
if any, payable to the Company upon the exercise of such rights, warrants or
options (without respect to any "cashless" exercise provision), (II) plus, in
the case of Convertible Securities, the minimum amounts of consideration, if
any, payable to the Company (other than by cancellation of liabilities or
obligations evidenced by such Convertible Securities) upon the conversion or
exchange thereof; provided, that if in the case of Convertible Securities the
minimum amounts of such consideration cannot be ascertained, but are a function
of anti-dilution or similar protective clauses, the Company shall be deemed to
have received the minimum amounts of consideration without reference to such
clauses; provided further, that if the minimum amount of consideration payable
to the Company upon the exercise, exchange or conversion of rights, warrants,
options or Convertible Securities is reduced over time or on the occurrence or
non-occurrence of specified events (other than by reason of anti-dilution
adjustments), the Effective Price shall be recalculated using the figure to
which such minimum amount of consideration is reduced; provided further, that if
the minimum amount of consideration payable to the Company upon the exercise,
exchange or conversion of such rights, warrants, options or Convertible
Securities is subsequently increased, the Effective Price shall be again
recalculated using the increased minimum amount of consideration payable to the
Company upon the exercise, exchange or conversion of such rights, warrants,
options or Convertible Securities. No further adjustment of the Warrant Price,
as adjusted upon the issuance of such rights, options or Convertible Securities,
shall be made as a result of the actual issuance of Additional Shares of Common
Stock on the exercise of any such rights, warrants or options or the conversion
or exchange of any such Convertible Securities. If any such rights, warrants or
options or the conversion or exchange privilege represented by any such
Convertible Securities shall expire without having been exercised, the Warrant
Price as adjusted upon the issuance of such rights, warrants, options or
Convertible Securities shall be readjusted to the Warrant Price which would have
been in effect had an adjustment been made on the basis that the only Additional
Shares of Common Stock so issued were the Additional Shares of Common Stock, if
any, actually issued or sold on the exercise, exchange of such rights, warrants
or options or rights of conversion or exchange of such Convertible Securities,
and such Additional Shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise, plus the
consideration, if any, actually received by the Company for the granting of all
such rights, warrants or options, whether or not exercised, plus the
consideration received for issuing or selling the Convertible Securities
actually converted or exchanged, plus the consideration, if any, actually
received by the Company (other than by cancellation of liabilities or
obligations evidenced by such Convertible Securities) on the conversion or
exchange of such Convertible Securities; provided, that such readjustment shall
not apply to prior conversions or exchanges of Preferred Stock of the Company.

                        (D) Certain Definitions. "Additional Shares of Common
Stock" shall mean all shares of Common Stock issued by the Company or deemed to

                                       5
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be issued pursuant to this Section 4(a)(i), other than (A) shares of Common
Stock issued upon conversion of the Preferred Stock of the Company; (B) shares
of Common Stock and/or options, warrants or other Common Stock purchase rights,
and the Common Stock issued pursuant to such options, warrants or other rights
(as adjusted for any stock dividends, combinations, splits, recapitalizations
and the like) after the Original Issue Date to employees, officers or directors
of, or consultants or advisors to the Company or any subsidiary pursuant to
stock purchase or stock option plans or other arrangements that are approved by
the Board of Directors, (C) shares of Common Stock issued upon the exercise of
options or warrants (as adjusted for any stock dividends, combinations, splits,
recapitalizations and the like) issued by the Company prior to the Original
Issue Date and (D) shares of Common Stock and/or options, warrants or other
Common Stock purchase rights, and the Common Stock issued pursuant to such
options, warrants or other rights (as adjusted for stock dividends,
combinations, splits, recapitalizations and the like) issued pursuant to (i) the
Exclusive Finders Agreement between the Company and The Shemano Group, Inc.
dated March 27, 2001, as amended and (ii) the Letter Agreement between the
Company and Michaelangelo, LLC dated May 4, 2001. References to Common Stock in
the subsections of this clause (D) above shall mean all shares of Common Stock
issued by the Company or deemed to be issued pursuant to this Section 4(a)(i).
The "Effective Price" of Additional Shares of Common Stock shall mean the
quotient determined by dividing the total number of Additional Shares of Common
Stock issued or sold, or deemed to have been issued or sold by the Company under
this Section 4(a)(i), into the aggregate consideration received, or deemed to
have been received by the Company for such issue under this Section 4(a)(i), for
such Additional Shares of Common Stock.

                    (ii) Adjustment for Common Stock Dividends and
Distributions. If, at any time after the Original Issue Date, the Company makes,
or fixes a record date for the determination of holders of Common Stock entitled
to receive a dividend or other distribution payable in additional shares of
Common Stock, in each such event the Warrant Price that is then in effect shall
be decreased as of the time of such issuance or, in the event such record date
is fixed, as of the close of business on such record date, by multiplying the
Warrant Price then in effect by a fraction (i) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date, and
(ii) the denominator of which is the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of shares of Common Stock
issuable in payment of such dividend or distribution; provided, however, that if
such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Warrant Price
shall be recomputed accordingly as of the close of business on such record date
and thereafter the Warrant Price shall be adjusted pursuant to this Section
4(a)(ii) to reflect the actual payment of such dividend or distribution.

                    (iii) Adjustments for Stock Splits, Stock Subdivisions and
Combinations. If, at any time after the Original Issue Date, the Company
subdivides or combines the Common Stock, (A) in the case of a subdivision
(including a stock split), the Warrant Price in effect

                                       6
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immediately prior to such event shall be proportionately decreased and the
number of shares of Common Stock purchasable thereunder shall be proportionately
increased, and (B) in the case of a combination (including a reverse stock
split), the Warrant Price in effect immediately prior to such event shall be
proportionately increased and the number of shares of Common Stock purchasable
thereunder shall be proportionately decreased. Any adjustment under this Section
4(b)(iii) shall become effective at the close of business on the date the
subdivision or combination becomes effective.

                    (iv) Adjustments for Reclassification, Reorganization and
Consolidation. In case of (A) any reclassification, reorganization, change or
conversion of securities of the Common Stock (other than a change in par value,
or from par value to no par value) into other shares or securities of the
Company, or (B) any consolidation of the Company with or into another entity
(other than a merger or consolidation with another entity in which the Company
is the acquiring and the surviving entity and that does not result in any
reclassification or change of the Common Stock), or (C) any sale of all or
substantially all the assets of the Company, the Holder shall have the right to
receive, in lieu of the shares of Common Stock as to which this Warrant is
exercisable, the kind and amount of shares of stock and other securities, money
and property receivable upon such reclassification, reorganization, change,
merger, consolidation or conversion by a holder of the maximum number of shares
of Common Stock as to which this Warrant is exercisable, all subject to further
adjustment as provided herein or with respect to such other securities or
property by the terms thereof. The provisions of this clause (iv) shall
similarly attach to successive reclassifications, reorganizations, changes, or
conversions.

               (b) Other Distributions.  In the event the Company provides the
holders of its Common Stock with consideration that is not otherwise addressed
in Section 4  (including, without limitation, declaring a distribution payable
in securities of other persons, providing evidences of indebtedness issued by
the Company or other persons, assets, cash (excluding cash dividends declared
out of retained earnings), then, in each such case, the Holder shall be entitled
to receive upon exercise of the Warrant, in addition to the Shares issuable
hereunder and solely with respect to such portion of the Warrant being
exercised, a pro rata share of any such distribution as though it was the holder
of the number of shares of Common Stock of the Company as to which this Warrant
is exercisable as of the record date fixed for the determination of the holders
of Common Stock of the Company entitled to receive such distribution.

               (c) Recapitalizations.  If at any time there occurs a
recapitalization of the Common Stock (other than a subdivision, combination, or
merger or sale of assets provided for elsewhere in this Section 4), the Holder
shall be entitled to receive upon exercise of this Warrant the number of shares
of capital stock or other securities or property of the Company or otherwise, to
which a holder of the Common Stock deliverable upon exercise of this Warrant
would have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of Section 4 with
respect to the rights of the Holder after the recapitalization to the end that
the provisions of Section 4 (including adjustment of the Warrant Price then in
effect and the number of shares purchasable upon conversion of the Common Stock)
shall be applicable after that event as nearly equivalent as may be practicable.

               (d) No Impairment.  The Company shall not, by amendment of its
Certificate of Incorporation or bylaws or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid

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or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 4 and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder against impairment.

               (e) Notice of Adjustments.  Whenever the Warrant Price or the
number or kind of Shares purchasable hereunder shall be adjusted or changed
pursuant to this Section 4, the Company shall prepare a certificate setting
forth, in reasonable detail, the event requiring the adjustment or change and
the kind and amount of shares of stock and other securities, money and property
subsequently issuable upon a exercise of this Warrant hereof. Such certificate
shall be signed by its chief financial officer and shall be delivered to the
Holder not later than 15 days after the relevant change.

               (f) Fractional Shares; Rounding.  No fractional shares of Common
Stock will be issued in connection with any exercise hereunder, but in lieu of
such fractional shares the Company shall make a cash payment therefor based on
the applicable Warrant Price. All calculations under this Section 4 shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be.

          5.  Compliance with Securities Act; Disposition of Warrant or Shares
              ----------------------------------------------------------------
              of Common Stock.
              ---------------

          (A)  The Holder, by acceptance hereof, agrees that this Warrant and
the Shares to be issued upon exercise hereof are being acquired for investment
and that such holder will not offer, sell or otherwise dispose of this Warrant
or any Shares to be issued upon exercise hereof except under circumstances which
will not result in a violation of applicable securities laws.  Upon exercise of
this Warrant, unless the Shares being acquired are registered under the
Securities Act of 1933, as amended (the "Act"), or an exemption from the
registration requirements of such Act is available, the Holder shall confirm in
writing, by executing an instrument in form reasonably satisfactory to the
Company, that the Shares so purchased are being acquired for investment and not
with a view toward distribution or resale in a manner that would cause the
issuance of the underlying shares to be in violation of applicable securities
laws.  This Warrant and all Shares issued upon exercise of this Warrant (unless
registered under the Act) shall be stamped or imprinted with a legend in
substantially the following form:

          "THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SHARES
          OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
          THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY SECURITIES
          LAWS OF A STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED
          OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE
          REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE
          SECURITIES OR BLUE SKY LAWS, OR (ii) AN EXEMPTION THEREFROM."

                                       8
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          (B)  (i) This Warrant may be transferred or assigned, in whole or in
     part, by EIS. Subject to the foregoing, this Warrant and all of the
     provisions hereof shall be binding upon and inure to the benefit of the
     Company, the Holders and their respective successors and assigns.

             (ii) The shares of Common Stock for which this Warrant is
     exercisable are entitled to the benefit of certain registration rights as
     set forth in a Registration Rights Agreement dated as of the initial
     issuance date hereof between the Company and the initial Holder named
     herein.

          6.  Rights as Shareholders.  No Holder, as such, shall be entitled to
              ----------------------
vote or receive dividends or be deemed the holder of Shares or any other
securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained herein be construed to confer upon the
Holder, as such, any right to vote as a shareholder for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to receive notice of meetings, or to receive dividends or subscription rights
or otherwise until this Warrant is exercised and the Shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.

          7.  Representations and Warranties.  The Company represents and
              ------------------------------
warrants to the Holder as follows:

          (A)  The Company has all requisite corporate power and authority to
authorize and execute this Warrant and the certificates evidencing the Shares
and to perform all obligations and undertakings under this Warrant and the
certificates evidencing the Shares;

          (B)  This Warrant has been duly authorized and executed by the Company
and is a valid and binding obligation of the Company enforceable in accordance
with its terms;

          (C)  The Shares have been duly authorized and reserved for issuance by
the Company and, when issued in accordance with the terms hereof, will be
validly issued, fully paid and nonassessable; and

          (D)  The execution and delivery of this Warrant are not, and the
issuance of the Shares upon exercise of this Warrant in accordance with the
terms hereof will not be, inconsistent with the Company's Certificate of
Incorporation or bylaws, as amended, and do not and will not constitute a
default under, any indenture, mortgage, contract or other instrument of which
the Company is a party or by which it is bound.

          8.  Miscellaneous. (a)  This Warrant may not be modified or amended,
              -------------
or any provisions hereof waived, except by written agreement of the Company and
the Holder.

          (B) All notices, demands and requests of any kind to be delivered to
any party in connection with this Warrant shall be in writing and shall be
deemed to have been duly given if personally or hand delivered, at the time of
receipt; if sent by an internationally-recognized overnight delivery courier, on
the first business day after the package is in the custody of the courier; by
registered or certified mail, return receipt requested and postage prepaid, on
the fourth

                                       9
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business day after the package is delivered in the custody of the postage
service; or by facsimile transmission, upon receipt of confirmation of delivery,
in each case addressed as follows:

          (i)  if to SafeScience, Inc.:

               SafeScience, Inc.
               Park Square Building
               31 St. James Avenue, 8th Floor
               Boston, Massachusetts 02116
               Attention: Chief Executive Officer
               Facsimile: (617) 422-0675

               with a copy to:

               McDermott, Will & Emery
               50 Rockefeller Plaza
               New York, New York 10020
               Attention:  Cheryl Reicin
               Facsimile:  (212) 547-5444

          (ii) if to EIS, to:

               Elan International Services, Ltd.
               102 St. James Court
               Flatts, Smiths Parish
               Bermuda FL 04
               Attention:  Chief Executive Officer
               Facsimile:  (441) 292-2224

          with a copy to:

               Reitler Brown LLC
               800 Third Avenue
               New York, New York  10022
               Attention:  David Robbins
               Facsimile:  212-371-5500

          (C)  The Company covenants to the Holder that upon receipt of a
description of circumstances reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant and, in the case of any such
loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory
to the Company, or in the case of any such mutilation upon surrender and
cancellation of such Warrant, the Company will make and deliver a new Warrant,
of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

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          (D)  The descriptive headings of the several sections and paragraphs
contained in this Warrant are for reference purposes only and shall not affect
in anyway the meaning or interpretation of this Warrant.

          (E)  This Warrant shall be governed by and construed in accordance
with the internal laws of the State of New York, without giving effect to the
principles of conflicts of laws rules or principals.  Any dispute under this
Warrant that is not settled by mutual consent shall be finally adjudicated by
any federal or state court sitting in the City, County and State of New York,
and the Company consents to the exclusive jurisdiction of such courts (or any
appellate court therefrom) over any such dispute.

          (F)  This Warrant may be signed and delivered to the other party by a
facsimile transmission; such transmission shall be deemed a valid signature.

                            [Signature page follows]

                                       11
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by a duly authorized officer as of the 10 day of July, 2001.

                            SAFESCIENCE, INC.

                            By: /s/ Bradley J. Carver
                                --------------------------------------
                                Name: Bradley J. Carver
                                Tittle:  Chief Executive Officer

<PAGE>

                                                                         Annex A
                                                                         -------

NOTICE OF EXERCISE
------------------

To:  SafeScience, Inc.
     Park Square Building
     31 St. James Avenue, 8th Floor
     New York, New York 02116
     Attention: Chief Executive Officer
     Facsimile:

1.   The undersigned hereby elects to purchase _______ shares of Common Stock of
     SafeScience, Inc. pursuant to the terms of the attached Warrant, and
     tenders herewith full payment of the purchase price of such shares, [CHOOSE
     ONE OR A COMBINATION] [in cash or other immediately available funds][by
     [partial[specify amount]] surrender of this Warrant in connection with a
     Cashless Exercise] in accordance with Section 2 thereof.

          2.  Please issue a certificate or certificates representing said
shares in the name of the undersigned or in such other name or names as are
specified below:

                               (Name)
-----------------------------

-----------------------------
                               (Address)
-----------------------------

          3.  The undersigned represents that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares in
a manner that would cause the issuance of the underlying shares to be in
violation of applicable securities laws.

Signature:
            -------------------------------
Name:
      -------------------------------------
Address:
         ----------------------------------

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Social Security or taxpayer identification number, if applicable:


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