THIS WARRANT AND THE SHARES OF COMMON STOCK OF FOUNTAIN PHARMACEUTICALS, INC. TO
BE ISSUED UPON ANY EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS AND THIS WARRANT MAY NOT BE TRANSFERRED UNLESS
REGISTERED UNDER THE SECURITIES ACT AND ANY SUCH STATE LAWS OR AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE.

                                     WARRANT

         This Warrant is issued as of the 31st day of December, 1998, by
Fountain Pharmaceuticals, Inc. a Delaware corporation (the "Company"), to Joseph
Schuchert ("Schuchert"), an individual, together with any assignee of this
Warrant, the "Holder."

                                   WITNESSETH:

         1. Issuance of Warrant; Term. For and in consideration of providing the
advances necessary to support the working capital needs of the Company,
represented by that certain Secured Promissory Note dated as of December 31,
1998 (the "Note"), and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company hereby grants to
Holder, subject to the provisions hereinafter set forth, the right to purchase
shares of Common Stock, $.001 par value, of the Company (the "Common Stock") at
a price of $.65 per share. This Warrant shall entitle the Holder to purchase 1.6
shares of Common Stock for each one dollar advanced as principal under the Note
by Schuchert, and 1.6 shares of Common Stock for each one dollar of accrued
interest that is unpaid when due under the Note. The shares of Common Stock
issuable upon exercise of this Warrant are hereinafter referred to as the
"Shares." This Warrant shall be exercisable at any time and from time to time
from the date hereof until December 31, 2003 (the "Expiration Date").

         2. Reservation of Shares; Preservation of Rights of Holder. The Company
hereby represents and agrees that there is and shall be reserved for issuance or
delivery upon exercise of these Warrants, such number of Shares as shall be
required for issuance or delivery upon exercise of these Warrants. The Warrants
surrendered upon exercise shall be canceled by the Company. After the Expiration
Date, no shares of Common Stock shall be subject to reservation in connection
with these Warrants. The Company further agrees (I) that it will not, by
amendment of its Certificate of Incorporation or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any other voluntary
act, avoid or seek to avoid the observation or performance of any of the
covenants, stipulations or conditions to be observed or performed hereunder by
the Company, (ii) promptly to take all action as may from time to time be
required in order to permit the Holder to exercise these Warrants and the
Company duly and effectively to issue shares of its Common Stock or other
securities as provided herein upon the exercise hereof, and (iii) promptly to
take all commercially reasonable action required or provided herein to protect
the rights of the Holder 

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<PAGE>

granted hereunder against dilution. Without limiting the generality of the
foregoing, should the Shares at any time consist in whole or in part of shares
of capital stock having a par value, the Company agrees that before taking any
action which would cause an adjustment of the Exercise Price so that the same
would be less than the then par value of such Shares, the Company shall take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
shares of such Common Stock at the Exercise Price as so adjusted. The Company
further agrees that it will not establish a par value for its Common Stock while
this Warrant is outstanding in an amount greater than the Exercise Price.

         3. Exercise Price. The Exercise Price per share for which all or any of
the Shares may be purchased pursuant to the terms of these Warrants shall be
determined as provided in Section 1 above, subject to adjustments set forth
herein.

         4. Exercise. These Warrants may be exercised by the holder hereof as to
all or any increment or increments of 10,000 Shares (or the balance of the
Shares if less than such number), upon delivery of written notice of intent to
exercise to the Company at the following address: 7279 Bryan Dairy Road, Largo,
Florida 33777 or such other address as the Company shall designate in a written
notice to the Holder hereof, together with the Warrant and a certified or
cashier's check (or such other check as agreed to by the Holder and the Company)
payable to the Company for the aggregate purchase price of the Shares so
purchased. Upon exercise of any Warrants as aforesaid, the Company shall as
promptly as practicable, and in any event within 15 days thereafter, execute and
deliver to the holder of the Warrant a certificate or certificates for the total
number of Shares for which the Warrant is being exercised in such names and
denominations as are requested by such holder. The Exercise Price may, at the
election of any Holder, also be paid by setting off a dollar for dollar amount
against any obligation owing to the Holder or its assigns by the Company, in
which case the notice of exercise shall identify such election and the
obligation and amount to which the set-off applies. If any Warrant shall be
exercised with respect to less than all of the Shares, the holder shall be
entitled to receive a new Warrant covering the number of Shares in respect of
which this Warrant shall not have been exercised, which new Warrant shall in all
other respects be identical to this Warrant. The Company covenants and agrees
that it will pay when due any and all state and federal issue taxes owed by the
Company which may be payable in respect of the issuance of this Warrant or the
issuance of any Shares upon exercise of this Warrant.

         5. Covenants and Conditions. The above provisions are subject to the
following:

                  (a) Neither these Warrants nor the Shares have been registered
         under the Securities Act of 1933 ("Securities Act") or any state
         securities laws ("Blue Sky Laws"). These Warrants have been acquired
         for investment purposes and not with a view to distribution or resale
         and may not be made subject to a security interest, pledged,
         hypothecated, sold or otherwise transferred without (I) an effective
         registration statement for such Warrants under the Securities Act and
         such applicable Blue Sky Laws, or (ii) an opinion of counsel selected
         by the Holder that registration is not required under the Securities
         Act or under any applicable Blue Sky Laws. In such event, the opinion
         of counsel shall be in a form acceptable to the Company and such

                                       2
<PAGE>

         counsel shall be paid for by Holder requesting such opinion. Transfer
         of the Shares issued upon the exercise of these Warrants shall be
         restricted in the same manner and to the same extent as the Warrants
         and the certificates representing such Shares shall bear substantially
         the following legend:

                  THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
                  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW
                  AND MAY NOT BE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT
                  UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL
                  HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE
                  OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION
                  UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
                  LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
                  TRANSFER.

         The holder hereof and the Company agree to execute such other documents
         and instruments as counsel for the Company reasonably deems necessary
         to effect the compliance of the issuance of these Warrants and any
         shares of Common Stock issued upon exercise hereof with applicable
         federal and state securities laws.

                  (b) The Company covenants and agrees that all Shares which may
         be issued upon exercise of these Warrants will, upon issuance and
         payment therefor, be legally and validly issued and outstanding, fully
         paid and nonassessable, free from all taxes, liens, charges and
         pre-emptive rights, if any, with respect thereto or to the issuance
         thereof.

         6. Transfer of Warrant. Subject to the provisions of Section 5, these
Warrants may be transferred by the Holder. Upon receipt of a reasonably
acceptable form of assignment and a delivery of the required legal opinion, if
applicable, the Company shall promptly execute and deliver a new Warrant or
Warrants in the form hereof in the name of the assignee or assignees and in the
denominations specified in such instructions. The Company shall pay all expenses
(other than the costs of Holder's counsel) incurred in connection with the
preparation, issuance and delivery of Warrants under this Section.

         7. Warrant Holder Not Shareholder. These Warrants do not confer upon
the Holder hereof, as such, any right whatsoever as shareholders of the Company.

         8. Adjustment Upon Changes in Stock. If all or any portion of these
Warrants shall be exercised subsequent to any stock dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
separation, reorganization or liquidation of the Company occurring after the
date hereof, as a result of which shares of any class shall be issued in respect
of outstanding shares of Common Stock (or shall be issuable in respect of

                                       3
<PAGE>

securities of securities convertible into shares of Common Stock) or upon
exercise of rights (other than these Warrants) to purchase shares of Common
Stock or shares of such Common Stock shall be changed into the same or a
different number of shares of the same or another class or classes, the Holder
exercising Warrants shall receive, for the aggregate price paid upon such
exercise, the aggregate number and class of shares which such Holder would have
received if the Warrants had been exercised immediately prior to such stock
dividend, split-up, recapitalization, merger, consolidation, combination or
exchange of shares, separation, reorganization or liquidation. If any adjustment
under this Section 8 would create a fractional share of Common Stock or a right
to acquire a fractional share of Common Stock, such fraction share shall be
disregarded and the number of shares subject to the Warrants shall be the next
lower number of shares, rounding all fractions downward. Whenever there shall be
an adjustment pursuant to this Section 8, the Company shall immediately notify
the Holder of the Warrants of such adjustment, setting forth in reasonable
detail the event requiring the adjustment and the method by which such
adjustment was calculated.

         9. Certain Notices. In case at any time the Company shall propose to:

                  (a) declare any cash dividend upon its Common Stock;

                  (b) declare any dividend upon its Common Stock payable in
         stock or make any special dividend or other distribution to the holders
         of its Common Stock;

                  (c) reorganize, or reclassify or issue any subscription rights
         affecting the capital stock of the Company, or consolidate, merge or
         otherwise combine with, or sell or transfer all or substantially all of
         its assets to, another person or entity; or

                  (d) voluntary or involuntary dissolve, liquidate or wind up 
         the affairs of the Company;

then, in any one or more of said cases, the Company shall give, by certified or
registered mail, (I) at least 20 days' prior written notice of the date on which
the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights or for determining rights to vote
in respect of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, at least 20 days' prior written
notice of the date when the same shall take place. Any notice required by class
(I) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the Holder of Common Stock shall be
entitled thereto, and any notice required by (ii) shall specify the date on
which the Holder of Common Stock 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.

                                       4

<PAGE>


         In addition, so long as the Warrants shall be outstanding, (a) if the
Company shall offer generally to the holders of Common Stock the right to
subscribe to or purchase any shares of any class of Common Stock or securities
convertible into Common Stock or any other similar rights, or (b) if the Company
shall give to its stockholders any notice, report, or other communication
respecting any significant or special action or event, then in such event, the
Company shall give to the Holder, at least ten days prior to the relevant date
described below (or such shorter period as is reasonably possible if ten days is
not reasonably possible), a notice containing a description of the proposed
action or event and stating the date or expected date on which a record of the
Company's stockholders is to be taken for any of the foregoing purposes, and the
date or expected date on which any such event is to take place. In such event,
the Holder shall have the right to subscribe or participate to the same
proportionate extent of Common Stockholders, as though then a stockholder of any
of the Shares purchasable upon exercise of the Warrants.

         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.

                                                 FOUNTAIN PHARMACEUTICALS, INC.


         [SEAL]                                  By: /s/ Gerald T. Simmons
                                                    ---------------------------
                                                 Title:   President/CEO
                                                    ---------------------------



Attested as recorded in the books of the Company:


-------------------------------------------------
Secretary of Fountain Pharmaceuticals, Inc.



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