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                                                                     Exhibit 4.2




                    BIODELIVERY SCIENCES INTERNATIONAL, INC.

                                       AND

                          ROAN-MEYERS ASSOCIATES, L.P.







                                     FORM OF

                    UNDERWRITER'S OPTION AGREEMENT FOR UNITS







                          DATED AS OF ___________, 2002





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        UNDERWRITER'S OPTION AGREEMENT FOR UNITS dated as of __, 2001 among
BIODELIVERY SCIENCES INTERNATIONAL, INC., a Delaware corporation (the "Company")
and ROAN-MEYERS ASSOCIATES, L.P., the underwriter, a Delaware corporation
(hereinafter referred to variously as the "Holder" or the "Underwriter").

                              W I T N E S S E T H :

        WHEREAS, the Underwriter has agreed pursuant to the underwriting
agreement (the "Underwriting Agreement") dated as of the date hereof between the
Underwriter and the Company, to underwrite, on a firm commitment basis, the
Company's proposed public offering ("Public Offering") of up to [2,300,000]
units (inclusive of 300,000 over allotment units) ("Units") at a public offering
price of $[___] per Unit, each Unit consisting of one (1) share of the Company's
common stock par value $___ per share ("Common Stock") and one (1) Class A
Redeemable Common Stock Purchase Warrant ("Class A Warrant"); and

        WHEREAS, the Company proposes to issue to the Underwriter warrants
("Underwriter's Unit Option Warrant") to purchase up to an aggregate of
[230,000] Units (the "UW Units") of the Company at a purchase price of $.001 per
Unit Option Warrant, (exercisable at 150% of the public offering price of the
Units); and

        WHEREAS, the UW Units shall be the same as the Public Units and shall
entitle the Underwriter to purchase (i) one share of Common Stock ("Unit Share")
and (ii) one Class A Warrant ("Unit Warrants"); and

        WHEREAS, the Underwriter's Unit Option Warrant to be issued pursuant to
this Agreement will be issued on the Closing Date (as such term is defined in
the Underwriting Agreement) by the Company to the Underwriter in consideration
for, and as part of the compensation in connection with the Public Offering;

        NOW, THEREFORE, in consideration of the premises, the payment by the
Underwriter to the Company of an aggregate of Two Hundred Dollars


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($200.00), the agreements herein set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

        l. Grant. The Holder is hereby granted the right to purchase, at any
time from 2003 [one year from the Effective Date] until 5:30 P.M., New York
time, on , 2007, up to an aggregate of ______ UW Units at an initial exercise
price (subject to adjustment as provided in Section 8 hereof) of 150% of the
Public Offering Price (the "Exercise Price").

        2. Underwriter's Unit Option Warrant Certificates. The Underwriter's
warrant certificates (the "Underwriter's Unit Option Warrant Certificates")
delivered and to be delivered pursuant to this Agreement shall be in the form
set forth in Exhibit A, attached hereto and made a part hereof, with such
appropriate insertions, omissions, substitutions, and other variations as
required or permitted by this Agreement.

        3. Exercise of Underwriter's Unit Option Warrants. The Underwriter's
Unit Option Warrants initially are exercisable at an aggregate initial exercise
price (subject to adjustment as provided in Section 8 hereof) per Unit, as set
forth in Section 6 hereof payable by certified or official bank check in New
York Clearing House funds, subject to adjustment as provided in Section 8
hereof. Upon surrender at the Company's principal offices in New Jersey
(presently located at ____________ _________________), of an Underwriter's Unit
Option Warrant with the annexed Form of Election to Purchase duly executed,
together with payment of the Purchase Price (as hereinafter defined) for the UW
Units purchased, the registered holder of an Underwriter's Unit Option Warrant
("Holder" or "Holders") shall be entitled to receive a certificate or
certificates for the UW Units so purchased. The UW Units shall be comprised of
the same share of Common Stock and Class A warrant as being sold to the public
on the Public Offering. The purchase rights represented by each Underwriter's
Unit Option Warrant are exercisable at the option of the Holder thereof, in
whole or in part (but not as to fractional shares of Common Stock underlying the
Underwriter's UW Units). In the case of the purchase of less than all the UW
Units purchasable under


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any Underwriter's Unit Option Warrant, the Company shall cancel the
Underwriter's Unit Option Warrant upon the surrender thereof and shall execute
and deliver a new Underwriter's Unit Option Warrant of like tenor for the
balance of the UW Units purchasable thereunder.

        4.      Issuance of Certificates. Upon the exercise of the Underwriter's
Unit Option Warrant, the issuance of certificates for the Unit Warrants and Unit
Shares or other securities, properties or rights underlying such Underwriter's
Unit Option Warrant, shall be made forthwith (and in any event within five (5)
business days thereafter) without charge to the Holder thereof including,
without limitation, any tax which may be payable in respect of the issuance
thereof, and such certificates shall (subject to the provisions of Sections 5
and 7 hereof) be issued in the name of, or in such names as may be directed by,
the Holder thereof; provided, however, that the Company shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any such certificates in a name other than that of the
Underwriter and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

        The Underwriter's Unit Option Warrants and the certificates representing
the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter's
Unit Option Warrant shall be executed on behalf of the Company by the manual or
facsimile signature of the Chairman or Vice Chairman of the Board of Directors
or President or Vice President of the Company under its corporate seal
reproduced thereon, attested to by the manual or facsimile signature of the then
present Secretary or Assistant Secretary of the Company. The Underwriter's Unit
Option Warrants shall be dated the date of the execution by the Company upon
initial issuance, division, exchange, substitution or transfer. The certificates
representing the Unit Warrants and Unit Shares issuable upon exercise of the
Underwriter's Unit Option Warrants shall be identical in form and substance


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to those issued and sold to the public in connection with the Public Offering,
including the terms of redemption for the Class A Warrants.

        5.      Restriction On Transfer of Underwriter's Unit Option Warrant.
The Holder of a Underwriter's Unit Option Warrant, by its acceptance thereof,
covenants and agrees that the Underwriter's Unit Option Warrant are being
acquired as an investment and not with a view to the distribution thereof; and
that the Underwriter's Unit Option Warrant may not be sold, transferred,
assigned, hypothecated or otherwise disposed of, in whole or in part, for a
period of one year from the effective date of the offering except to officers or
partners (not directors) of the Underwriter and members of the selling group in
the Public Offering and/or their officers or partners as required in compliance
with NASD Rule 2710(c)(7)(A).

        6.     Exercise Price.

        Section 6.1 Initial and Adjusted Exercise Price. Except as otherwise
provided in Section 8 hereof, the initial exercise price of each Underwriter's
Warrant shall be $[150% of Unit Offering Price] per Unit. The exercise price
shall be adjusted from time to time in accordance with the provisions of Section
8 hereof.

        Section 6.2 Exercise Price. The term "Exercise Price" herein shall mean
the initial exercise prices or the adjusted exercise price, depending upon the
context of the Underwriter's Unit Option Warrant.

        7.      Registration Rights.

        Section 7.1 Demand Registration Under the Securities Act of 1933.

                At any time commencing after , 2003 [one (1) year from the
Effective Date] through and including , 2007 (five (5) years from the Effective
Date), the Holders of the Underwriter's Unit Option Warrant, Unit Warrants and
Unit Shares, representing a "Majority" of the shares of Common Stock issuable
upon the exercise of the Underwriter's UW Units (assuming the exercise of all of
the Underwriter's Unit Option Warrant) shall have the right (which right is in
addition to the registration rights under Section 7.2 hereof), exercisable by
written notice to the Company, to have the Company prepare and file with the
Commission, on one occasion, a


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registration statement and such other documents, including a prospectus, as may
be necessary in the opinion of both counsel for the Company and counsel for the
Underwriter and Holders, in order to comply with the provisions of the Act, so
as to permit a public offering and sale of their respective Unit Warrants and
Unit Shares during a period equal to the longer of: (i) nine (9) months or (ii)
the unexpired term of the Unit Warrants by such Holders and any other Holders of
the Underwriter's Unit Option Warrant, UW Units and the Units who shall notify
the Company within ten (10) days after receiving notice from the Company of such
request.

        Section 7.2 Piggyback Registration. If, at any time commencing after ,
2002, through and including , 2007 (five (5) years from the Effective Date), the
Company proposes to register any of its securities under the Act (other than in
connection with a merger or pursuant to Form S-8 or similar form) it will give
written notice by registered or certified mail, at least thirty (30) days prior
to the filing of each such registration statement, to the Underwriter and to all
other Holders of the Underwriter's Unit Option Warrant, UW Units, Unit Warrants
or Unit Shares underlying the Underwriter's UW Units, of its intention to do so.
If any of the Underwriters or other Holders of the Underwriter's Unit Option
Warrant, Unit Warrants or Unit Shares underlying the Underwriter's Unit Option
Warrant, notify the Company within twenty (20) days after receipt of any such
notice of its or their desire to include any such securities in such proposed
registration statement, the Company shall afford each of the Underwriter and
such Holders of the Underwriter's Unit Option Warrant, UW Units and/or Units
underlying the Underwriter's Unit Option Warrant, the opportunity to have any of
such securities registered under such registration statement.

        Notwithstanding the provisions of this Section 7.2, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 7.2 (irrespective of whether a written request for inclusion of any
such securities shall have been made) to elect not to file any such proposed
registration statement, or to withdraw the same after the filing but prior to
the Effective Date thereof.


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        (b)     The Company covenants and agrees to give written notice of any
registration request under this Section 7.3 by any Holder or Holders to all
other registered Holders of the Underwriter's Unit Option Warrant, UW Units Unit
Shares and Unit Warrants within ten (10) days from the date of the receipt of
any such registration request.

        Section 7.4 Covenants of the Company With Respect to Registration. In
connection with any registration under Section 7.2 or 7.3 hereof, the Company
covenants and agrees as follows:

        (a)     The Company shall use its best efforts to file a registration
statement within forty-five (45) days of receipt of any demand therefor in
accordance with Section 7.1, shall use its best efforts to have any registration
statement declared effective at the earliest possible time, and shall furnish
each Holder desiring to sell the Units underlying the Underwriter's Unit Option
Warrant and UW Units such number of prospectuses as shall reasonably be
requested. Notwithstanding the foregoing sentence, the Company shall be entitled
to postpone the filing of any registration statement otherwise required to be
prepared and filed by it pursuant to this Section 7.4(a) if (i) the Company is
under contract or other binding legal obligation for a material acquisition,
reorganization or divestiture, or (ii) the Company is publically committed to a
self-tender or exchange offer and the filing of a registration statement would
cause a violation of Rule 10b-6 under the Securities Exchange Act of 1934. In
the event of such postponement, the Company shall be required to file the
registration statement pursuant to this Section 7.4(a) upon the earlier of (i)
the consummation or termination, as applicable, of the event requiring such
postponement or (ii) 90 days after the receipt of the initial demand for such
registration.

        (b)     The Company shall pay all costs (excluding fees and expenses of
Holder(s) counsel and any underwriting or selling commissions), fees and
expenses in connection with all registration statements filed pursuant to
Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's
legal and accounting fees, printing expenses, and blue sky fees and expenses.


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The Holder(s) will pay all costs, fees and expenses in connection with any
registration statement filed pursuant to Section 7.3(c). If the Company shall
fail to comply with the provisions of Section 7.4(a), the Company shall, in
addition to any other equitable or other relief available to the Holder(s), be
liable for any or all incidental, special and consequential damages and damages
due to loss of profit sustained by the Holder(s) requesting registration of
their Underwriter's Unit Option Warrant, UW Units Unit Shares and Unit Warrants
underlying the Underwriter's Unit Option Warrant.

        (c)     The Company will take all necessary action which may be required
in qualifying or registering the Underwriter's Unit Option Warrant, UW Units,
Unit Shares and Unit Warrants and underlying the Underwriter's Unit Option
Warrant included in a registration statement for offering and sale under the
securities or blue sky laws of such states as reasonably are requested by the
Holder(s), provided that the Company shall not be obligated to execute or file
any general consent to service of process or to qualify as a foreign corporation
to do business under the laws of any such jurisdiction.

        (d)     The Company shall indemnify the Holder(s) of the Underwriter's
Unit Option Warrant, UW Units Unit Shares and Unit Warrants to be sold pursuant
to any registration statement and each person, if any, who controls such Holders
within the meaning of Section 15 of the Act or Section 20(a) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim,
damage, expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which any
of them may become subject under the Act, the Exchange Act or otherwise, arising
from such registration statement but only to the same extent and with the same
effect as the provisions pursuant to which the Company has agreed to indemnify
the Underwriter contained in Section 7 of the Underwriting Agreement.

        (e)     The Holder(s) of the Underwriter's Unit Option Warrant, UW Units
Unit Shares and Unit Warrants underlying the Underwriter's Unit Option Warrant
to be sold pursuant to a registration statement, and their successors and
assigns, shall severally, and not jointly, indemnify the Company, its


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officers and directors and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
against all loss, claim, damage or expense or liability (including all expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Act, the Exchange Act or
otherwise, arising from information furnished by or on behalf of such Holders,
or their successors or assigns, for specific inclusion in such registration
statement to the same extent and with the same effect as the provisions
contained in Section 7 of the Underwriting Agreement pursuant to which the
Underwriter has agreed to indemnify the Company.

        (f)     Nothing contained in this Agreement shall be construed as
requiring the Holder(s) to exercise their Underwriter's Unit Option Warrant or
the UW Units prior to the initial filing of any registration statement or the
effectiveness thereof.

        (g)     If the Underwriters' Warrants, UW Units Unit Shares and Unit
Warrants underlying the UW Units are to be sold in an underwritten public
offering, the Company shall use its best efforts to furnish to each Holder
participating in the offering and to each such underwriter, a signed
counterpart, addressed to such underwriter, of (i) an opinion of counsel to the
Company dated the date of the closing under the underwriting agreement, and (ii)
a "cold comfort" letter dated the date of the closing under the underwriting
agreement signed by the independent public accountants who have issued a report
on the Company's financial statements included in such registration statement,
in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of
such accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to underwriters in underwritten public
offerings of securities.


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        (h)     The Company shall as soon as practicable after the Effective
Date of the registration statement, and in any event within 15 months
thereafter, have made "generally available to its security holders" (within the
meaning of Rule 158 under the Act) an earnings statement (which need not be
audited) complying with Section 11(a) of the Act and covering a period of at
least 12 consecutive months beginning after the Effective Date of the
registration statement.

        (i)     The Company shall deliver promptly to each Holder participating
in the offering requesting the correspondence and memoranda described below, and
the managing underwriters, copies of all correspondence between the Commission
and the Company, its counsel or auditors and all memoranda relating to
discussions with the Commission or its staff with respect to the registration
statement and permit each Holder and underwriter to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted
from the registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the National Association of Securities
Dealers, Inc. ("NASD"). Such investigation shall include access to books,
records and properties and opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such reasonable times and as often as any such Holder shall reasonably request.

        (j)     The Company shall enter into an underwriting agreement with the
managing underwriter(s) selected for such underwriting, if any, by Holders
holding a Majority of the Underwriter's Unit Option Warrant, UW Units Unit
Shares and Unit Warrants underlying the Underwriter's Unit Option Warrant
requested to be included in such underwriting. Such underwriting agreement shall
be satisfactory in form and substance to the Company, each Holder and such
managing underwriters, and shall contain such representations, warranties and
covenants by the Company and such other terms as are customarily contained in
agreements of that type used by the managing underwriter(s).


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        The Holders shall be parties to any underwriting agreement relating to
an underwritten sale of their Underwriter's Unit Option Warrant, UW Units and
the Units underlying the Underwriter's Unit Option Warrant and may, at their
option, require that any or all the representations, warranties and covenants of
the Company to or for the benefit of such underwriter(s) shall also be made to
and for the benefit of such Holders. Such Holders shall not be required to make
any representations or warranties to or agreements with the Company or the
underwriter(s) except as they may relate to such Holders, their intended methods
of distribution, and except for matters related to disclosures with respect to
such Holders, contained or required to be contained, in such registration
statement under the Act and the rules and regulations thereunder.

        (k)     For purposes of this Agreement, the term "Majority" in reference
to the Holders of Underwriter's Unit Option Warrant, UW Units Unit Shares and
Unit Warrants, shall mean in excess of fifty percent (50%) of the then
outstanding Units, assuming the full exercise of all Underwriter's Unit Option
Warrant and UW Units that (i) are not held by the Company, an affiliate,
officer, creditor, employee or agent thereof or any of their respective
affiliates, members of their families, persons acting as nominees or in
conjunction therewith or (ii) have not been resold to the public pursuant to
Rule 144 under the Act or a registration statement filed with the Commission
under the Act.

        8.      Adjustments to Exercise Price and Number of Securities.

                The Exercise Price and number of securities issuable with
respect to the Unit Warrants shall be adjusted on the same terms and conditions,
and at the same time, as any adjustments in the Exercise Price and number of
shares issuable with respect to the Public Warrants required by the terms of the
Public Warrants.

        9.      Exchange and Replacement of Underwriter's Unit Option Warrants.
Each Underwriter's Unit Option Warrant is exchangeable without expense, upon the
surrender thereof by the registered Holder at the principal executive office of
the Company, for a new Underwriter's Unit Option


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Warrant of like tenor and date representing in the aggregate the right to
purchase the same number of Units as provided in the original Underwriter's Unit
Option Warrant in such denominations as shall be designated by the Holder
thereof at the time of such surrender.

        Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any Underwriter's Unit Option
Warrant, and, in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
the Underwriter's Unit Option Warrant, if mutilated, the Company will make and
deliver a new Underwriter's Unit Option Warrant of like tenor, in lieu thereof.

        10.     Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
upon the exercise of the Underwriter's Unit Option Warrant, nor shall it be
required to issue scrip or pay cash in lieu of fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of shares of Common Stock
or other securities, properties or rights.

        11.     Reservation and Listing of Securities. The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of the Underwriter's Unit
Option Warrant and the UW Units, such number of shares of Common Stock or other
securities, properties or rights as shall be issuable upon the exercise thereof.
The Company covenants and agrees that, upon exercise of the Underwriter's Unit
Option Warrant and/or the UW Units and payment of the Exercise Price therefor,
all UW Units and/or Unit Shares or Unit Warrants and other securities issuable
upon such exercise shall be duly and validly issued, fully paid, non-assessable
and not subject to the preemptive rights of any stockholder. As long as the
Underwriter's Unit Option Warrant and/or UW Units shall be outstanding, the
Company shall use its best efforts to cause all Unit Shares and Unit Warrants
issuable upon the


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exercise of the Underwriter's Unit Option Warrant and UW Units to be listed
(subject to official notice of issuance) on all securities exchanges on which
the Common Stock issued to the public in connection herewith may then be listed
and/or quoted on NASDAQ.

        12.     Notices to Underwriter's Warrant Holders. Nothing contained in
this Agreement shall be construed as conferring upon the Holders the right to
vote or to consent or to receive notice as a stockholder in respect of any
meetings of stockholders for the election of directors or any other matter, or
as having any rights whatsoever as a stockholder of the Company. If, however, at
any time prior to the expiration of the Underwriter's Unit Option Warrant or UW
Units and their exercise, any of the following events shall occur:

                (a)     the Company shall take a record of the holders of its
        shares of Common Stock for the purpose of entitling them to receive a
        dividend or distribution payable otherwise than in cash, or a cash
        dividend or distribution payable otherwise than out of current or
        retained earnings, as indicated by the accounting treatment of such
        dividend or distribution on the books of the Company; or

                (b)     the Company shall offer to all the holders of its Common
        Stock any additional shares of capital stock of the Company or
        securities convertible into or exchangeable for shares of capital stock
        of the Company, or any option, right or warrant to subscribe therefor;
        or

                (c)     a dissolution, liquidation or winding up of the Company
        (other than in connection with a consolidation or merger) or a sale of
        all or substantially all of its property assets and business as an
        entirety shall be proposed; then, in any one or more of such events the
        Company shall give written notice of such event at least fifteen (15)
        days prior to the date fixed as a record date or the date of closing the
        transfer books for the determination of the stockholders entitled to
        such dividend, distribution, convertible or exchangeable securities or
        subscription rights, or entitled to vote on such proposed dissolution,


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        liquidation, winding up or sale. Such notice shall specify such record
        date or the date of closing the transfer books, as the case may be.
        Failure to give such notice or any defect therein shall not affect the
        validity of any action taken in connection with the declaration or
        payment of any such dividend, or the issuance of any convertible or
        exchangeable securities, or subscription rights, options or warrants, or
        any proposed dissolution, liquidation, winding up or sale.

        13.     Notices

                All notices requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:

                (a)     If to the registered Holder of the Underwriter's Unit
        Option Warrant, to the address of such Holder as shown on the books of
        the Company; or

                (b)     If to the Company, to the address set forth in Section 3
        hereof or to such other address as the Company may designate by notice
        to the Holders.

        14.     Supplements and Amendments. The Company and the Underwriter may
from time to time supplement or amend this Agreement without the approval of any
holders of Underwriter's Unit Option Warrants (other than the Underwriter) in
order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any provisions herein or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the Underwriter may deem necessary or desirable and which
the Company and the Underwriter deem shall not adversely affect the interests of
the Holders of Underwriter's Unit Option Warrants.

        15.     Successors. All the covenants and provisions of this Agreement
shall be binding upon and inure to the benefit of the Company, the Holders and
their respective successors and assigns hereunder.


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        16.     Termination. This Agreement shall terminate at the close of
business on ___ _______, 2007. Notwithstanding the foregoing, the
indemnification provisions of Section 7 shall survive such termination until the
close of business on , 2010.

        17.     Governing Law: Submission to Jurisdiction.

                (a)     This Agreement and each Underwriter's Unit Option
Warrant issued hereunder shall be deemed to be a contract made under the laws of
the State of New York and for all purposes shall be construed in accordance with
the laws of such State without giving effect to the rules of said State
governing the conflicts of laws.

                (b)     The Company, the Underwriter and the Holders hereby
agree that any action, proceeding or claim against it arising out of, or
relating in any way to, this Agreement shall be brought and enforced in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company, the Underwriter and the
Holders hereby irrevocably waive any objection to such exclusive jurisdiction or
inconvenient forum. Any such process or summons to be served upon any of the
Company, the Underwriter and the Holders (at the option of the party bringing
such action, proceeding or claim) may be served by transmitting a copy thereof,
by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 13 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon the party
so served in any action, proceeding or claim. The Company, the Underwriter and
the Holders agree that the prevailing party(ies) in any such action or
proceeding shall be entitled to recover from the other party(ies) all of
its/their reasonable legal costs and expenses relating to such action or
proceeding and/or incurred in connection with the preparation therefor.

        18.     Entire Agreement: Modification. This Agreement (including the
Underwriting Agreement to the extent portions thereof are referred to herein)
contains the entire understanding between the parties hereto with


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respect to the subject matter hereof and, except as provided in Section 14
hereof, may not be modified or amended except by a writing duly signed by the
party against whom enforcement of the modification or amendment is sought.

        19.     Severability. If any provision of this Agreement shall be held
to be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision of this Agreement.

        20.     Captions. The caption headings of the Sections of this Agreement
are for convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

        21.     Benefits or this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and the
Underwriter and any other registered Holder(s) of the Underwriter's Unit Option
Warrants or Shares underlying the Underwriter's Unit Option Warrant any legal or
equitable right, remedy or claim under this Agreement; and this Agreement shall
be for the sole and exclusive benefit of the Company and the Underwriter and any
other Holder(s) of the Underwriter's Unit Option Warrants or Units.

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

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

 [SEAL]                             BIODELIVERY SCIENCES INTERNATIONAL, INC.







                                    By:

                                        Name:
                                        Title:


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Attest:



Secretary


                                    ROAN/MEYERS ASSOCIATES, L.P.
                                    BY: MEYERS/JANSSEN SECURITIES CORP.
                                         General Partner


                                    By

                                        Bruce Meyers
                                        President







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                                    EXHIBIT A

             [FORM OF UNDERWRITER'S UNIT OPTION WARRANT CERTIFICATE]

THE UNDERWRITER'S UNIT OPTION WARRANT REPRESENTED BY THIS CERTIFICATE AND THE
OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY
SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii)
AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO
COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE UNDERWRITER'S UNIT OPTION WARRANT REPRESENTED BY
THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE UNDERWRITER'S WARRANT
AGREEMENT FOR UNITS REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
                   5:30 P.M., NEW YORK TIME, ___________, 2007

No. W-                       ______ Underwriter's Unit Option Warrant

                        Underwriter's Unit Option Warrant

        This Underwriter's Unit Option Warrant certifies that Roan/Meyers
Associates, LP, or registered assigns, is the registered holder of _____
[230,000] Underwriter's Unit Option Warrants to purchase initially, at any time
from ___________, 1998 until 5:30 p.m. New York time on ______________, 2003
("Expiration Date"), up to _______ [230,000] Class UW Units (the "Warrants") of
BioDelivery Sciences International, Inc,. a Delaware corporation (the
"Company"), at an initial exercise price, subject to adjustment in certain
events (the "Exercise Price"), of $____ [150% of the public offering price of
the Units] upon surrender of this Underwriter's Unit Option Warrant and payment
of the Exercise Price at an office or agency of the Company, but subject to the
conditions set forth herein and in the Underwriter's Warrant Agreement for Units
dated as of __________, 2002 between the Company and Roan/Meyers Associates, LP
(the "Underwriter's Warrant Agreement"). Payment of the Exercise Price shall be
made by certified or official bank check in New York Clearing House funds
payable to the order of the Company.


<PAGE>


        No Underwriter's Unit Option Warrant may be exercised after 5:30 p.m.,
New York time, on the Expiration Date, at which time all Underwriter's Unit
Option Warrant evidenced hereby, unless exercised prior thereto, shall
thereafter be void.

        The Underwriter's Unit Option Warrant evidenced by this Underwriter's
Unit Option Warrant Certificate are part of a duly authorized issue of Units
pursuant to the Underwriter's Warrant Agreement, which Underwriter's Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Underwriter's Unit Option Warrant.

        The Underwriter's Warrant Agreement provides that upon the occurrence of
certain events the exercise prices and/or number of the Company's securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company will, at the request of the holder, issue a new Underwriter's
Unit Option Warrant Certificate evidencing the adjustment in the exercise price
and the number and/or type of securities issuable upon the exercise of the
Underwriter's Unit Option Warrant; provided, however, that the failure of the
Company to issue such new Underwriter's Unit Option Warrants shall not in any
way change, alter or otherwise impair, the rights of the holder as set forth in
the Underwriter's Warrant Agreement.

        Upon due presentment for registration of transfer of this Underwriter's
Unit Option Warrant at an office or agency of the Company, a new Underwriter's
Unit Option Warrant or Underwriter's Unit Option Warrants of like tenor and
evidencing in the aggregate a like number of Underwriter's Unit Option Warrants
shall be issued to the transferee(s) in exchange for this Underwriter's Unit
Option Warrant, subject to the limitations provided herein and in the
Underwriter's Warrant Agreement, without any charge except for any tax or other
governmental charge imposed in connection with such transfer.

        Upon the exercise of less than all of the Underwriter's Unit Option
Warrants evidenced by this Certificate, the Company shall forthwith issue to the
holder hereof a new Underwriter's Unit Option Warrant Certificate representing
such number of unexercised Underwriter's Unit Option Warrants.


<PAGE>


        The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Underwriter's Unit Option Warrant (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, and of any distribution to the holder(s) hereof, and for
all other purposes, and the Company shall not be affected by any notice to the
contrary.

        All terms used in this Underwriter's Unit Option Warrant which are
defined in the Underwriter's Warrant Agreement shall have the meanings assigned
to them in the Underwriter's Warrant Agreement.







                                        3


<PAGE>



        IN WITNESS WHEREOF, the Company has caused this Underwriter's Unit
Option Warrant to be duly executed under its corporate seal.

Dated as of _______________________, 2002



                                    BIODELIVERY SCIENCES INTERNATIONAL, INC.



[SEAL]                              By

                                      Name:
                                      Title:

Attest:



Secretary






                                        4


<PAGE>


                                [FORM OF ELECTION TO PURCHASE]



        The undersigned hereby irrevocably elects to exercise the right,
represented by this Underwriter's Unit Option Warrant, to purchase __________
Class UW Units and herewith tenders in payment for such securities a certified
or official bank check payable in New York Clearing House Funds to the order of
BioDelivery Sciences International, Inc. in the amount of $__________, all in
accordance with the terms hereof. The undersigned requests that a certificate
for such securities be registered in the name of _________________________ whose
address is _____________________________________________ and that such
Certificate be delivered to ___________________________ whose address is
_____________________________________________.


Dated:

                                    Signature
                                              ----------------------------------

                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Underwriter's Unit Option Warrant.)




                                    Insert Social Security or Other
                                    Identifying Number of Holder)