NUMBER                                                                  WARRANTS

                           ELITE PHARMACEUTICALS, INC.

                     CLASS C COMMON STOCK PURCHASE WARRANTS

      THIS CERTIFIES THAT:

IS  ENTITLED  TO  PURCHASE  ONE  FULLY  PAID AND  NONASSESSEABLE  SHARE OF ELITE
PHARMACEUTICALS,   INC.,  A  DELAWARE   CORPORATION   (HEREINAFTER   CALLED  THE
"COMPANY"), FOR EACH WARRANT EVIDENCED BY THIS CERTIFICATE FOR US$5.00 PER SHARE
(THE "PURCHASE PRICE") ON OR PRIOR TO NOVEMBER 30, 2005 (THE "EXPIRATION  DATE")
UPON ITS  SURRENDER  AND THE PAYMENT OF THE PURCHASE  PRICE AT THE OFFICE OF THE
TRANSFER AGENT FOR THE COMMON STOCK OF THE COMPANY AT 201 BLOOMFIELD AVE VERONA,
NEW JERSEY, 07044, SUBJECT TO THE FOLLOWING CONDITIONS:

1. THE EXERCISE PRICE IS PAYABLE IN CASH, CERTIFIED CHECK OR BANK DRAFT.

2.  SUBJECT  TO THE  PROVISIONS  OF  PARAGRAPH  4 HEREOF,  THIS  WARRANT  MAY BE
EXCHANGED  FOR A NUMBER OF  WARRANTS  OF THE SAME TENOR AS THIS  WARRANT FOR THE
PURCHASE IN THE  AGGREGATE  OF THE SAME NUMBER OF SHARES OF COMMON  STOCK OF THE
COMPANY AS ARE  PURCHASABLE  UPON THE EXERCISE OF THIS WARRANT,  UPON  SURRENDER
HEREOF AT THE  OFFICE OF THE  COMPANY  OR THE  TRANSFER  AGENT OF THE  COMPANY'S
COMMON STOCK WITH WRITTEN  INSTRUCTIONS AS TO THE  DENOMINATIONS OF THE WARRANTS
TO BE ISSUED IN EXCHANGE.  IF THIS  WARRANT IS  EXERCISED  FOR LESS THAN ALL THE
SHARES  PURCHASABLE  UPON THE EXERCISE  HEREOF,  THE HOLDER SHALL BE ENTITLED TO
RECEIVE A NEW  WARRANT OR  WARRANTS  OF THE SAME TENOR AS THIS  WARRANT  FOR THE
PURCHASE  IN THE  AGGREGATE  OF THE  NUMBER OF SHARES IN  RESPECT  OF WHICH THIS
WARRANT SHALL NOT HAVE BE EXERCISED.

3. THE  NUMBER  OF  SHARES OF COMMON  STOCK OF THE  COMPANY  PURCHASABLE  ON THE
EXERCISE OF THIS WARRANT AND THE EXERCISE  PRICE PER SHARE SHALL BE INCREASED OR
DECREASED  PROPORTIONATELY,  AS THE CASE MAY BE, WITHOUT CHANGE IN THE AGGREGATE
EXERCISE  PRICE, IN CASE OF THE PAYMENT BY THE COMPANY IN SHARES OF COMMON STOCK
OF DIVIDENDS ON THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY OR IN CASE
OF THE SUBDIVISION OR COMBINATION OF THE  OUTSTANDING  SHARES OF COMMON STOCK OF
THE COMPANY. IN CASE THE COMPANY IS REORGANIZED,  OR MERGED OR CONSOLIDATED WITH
ANOTHER  CORPORATION,  THE HOLDER OF THIS WARRANT  SHALL BE ENTITLED  THEREAFTER
UPON THE EXERCISE  HEREOF TO RECEIVE THE NUMBER AND KIND OF  SECURITIES  OF SUCH
REORGANIZED,  MERGED  OR  CONSOLIDATED  CORPORATION  WHICH  HE WOULD  HAVE  BEEN
ENTITLED  TO  RECEIVE  IN  CONNECTION  WITH  SUCH   REORGANIZATION,   MERGER  OR
CONSOLIDATION  IF THE HOLDER HAD BEEN A HOLDER OF THE NUMBER OF SHARES OF COMMON
STOCK OF THE COMPANY  PURCHASABLE UPON THE EXERCISE HEREOF  IMMEDIATELY PRIOR TO
THE TIME SUCH REORGANIZATION,  MERGER OR CONSOLIDATION  BECAME EFFECTIVE.  IN NO
EVENT SHALL THE COMPANY BE REQUIRED TO MAKE ANY ADJUSTMENT THEREFOR.

4.  THE  HOLDER  OF THIS  WARRANT  SHALL  NOT BE  ENTITLED  TO ANY  RIGHTS  OF A
SHAREHOLDER  OF THE COMPANY IN RESPECT OF ANY WARRANT  SHARES  UNTIL SUCH SHARES
HAVE BEEN PAID FOR IN FULL AND  ISSUED TO SUCH  HOLDER.  AS SOON AS  PRACTICABLE
AFTER SUCH EXERCISE, THE COMPANY SHALL DELIVER A CERTIFICATE OR CERTIFICATES FOR
THE NUMBER OF FULL SHARES OF COMMON STOCK  ISSUABLE UPON SUCH  EXERCISE,  ALL OF
WHICH SHALL BE FULLY PAID AND NON-ASSESSABLE,  TO THE PERSON OR PERSONS ENTITLED
TO RECEIVE THE SAME.

5.  WARRANT  EXERCISE  REQUIRES  APPROPRIATE  COMPLETION  OF  THE  "ELECTION  TO
PURCHASE" PRINTED ON THE BACK OF THIS  CERTIFICATE.  IF THE EXERCISED SHARES ARE
LESS THAN THE TOTAL NUMBER OF WARRANTS  CONTAINED IN THE THIS  CERTIFICATE,  THE
HOLDER  WILL BE  ISSUED A NEW  CERTIFICATE  GIVING  CREDIT  FOR THE  UNEXERCISED
WARRANTS.

6. NO FRACTIONAL  SHARES WILL BE ISSUED UPON EXERCISE.  THE COMPANY WILL PAY THE
HOLDER  THE  PROPORTIONATE  PURCHASE  PRICE FOR ANY  FRACTIONAL  SHARES  ARISING
THROUGH ADJUSTMENTS.

7. PRIOR TO PRESENTMENT FOR  REGISTRATION OR TRANSFER,  THE COMPANY AND TRANSFER
AGENT FOR THE  COMMON  STOCK OF THE  COMPANY  MAY TREAT THE  REGISTERED  WARRANT
HOLDER AS THE ABSOLUTE  OWNER OF THIS  CERTIFICATE  FOR  EXERCISE,  OR ANY OTHER
PURPOSE, AND NEITHER THE COMPANY NOR THE TRANSFER AGENT SHALL BE AFFECTED BY ANY
NOTICE IN WRITING TO THE CONTRARY.

8. IF THIS  CERTIFICATE IS SURRENDERED FOR WARRANT  EXERCISE WHILE THE COMPANY'S
TRANSFER BOOKS ARE CLOSED, SHARE CERTIFICATES WILL NOT BE ISSUED UNTIL THE BOOKS
ARE REOPENED FOR TRANSFER.

9. THIS WARRANT IS NOT EXERCISABLE BEYOND THE EXPIRATION DATE SHOWN ABOVE UNLESS
EXTENDED IN WRITING BY THE  COMPANY OR  PURSUANT TO THE TERMS OF THE  SETTLEMENT
AGREEMENT, AS AMENDED,  REFERRED TO ON THE BACK OF THIS CERTIFICATE.  FAILURE TO
EXERCISE SOME OR ALL WARRANTS WITHIN THE TIME PERIOD VOIDS THEM.

      COUNTERSIGNED:

DATED:                                               JERSEY TRANSFER & TRUST CO.
                           201 BLOOMFIELD AVENUE (P.O. BOX 36), VERONA, NJ 07044
                                                                  TRANSFER AGENT

ELITE PHARMACEUTICALS, INC.
                                                            AUTHORIZED SIGNATURE

                  SECRETARY                          CHIEF EXECUTIVE OFFICER

<PAGE>

THE  WARRANTS  AND SHARES OF COMMON  STOCK  EVIDENCED  BY THIS  CERTIFICATE  ARE
SUBJECT TO THE TERMS OF A SETTLEMENT AGREEMENT,  DATED OCTOBER 23, 2002, AND THE
AMENDMENT  DATED AS OF  SEPTEMBER 3, 2003,  THERETO  BETWEEN THE COMPANY AND THE
ORIGINAL HOLDERS OF THE WARRANTS, INCLUDING THE NONASSIGNABILITY OF THIS WARRANT
EXCEPT BY OPERATION  OF LAW,  COPIES OF WHICH MAY BE INSPECTED AT THE OFFICES OF
THE COMPANY.

                              ELECTION TO PURCHASE

      The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant, and to purchase thereunder,
____________ shares of Common Stock provided for therein and tenders herewith
payment of the purchase price in full to the order of the Company and requests
that certificates for such shares shall be issued in the name of

________________________________________________________________________________
                                 (Please Print)
                                                          ______________________

                                                          ______________________
                                                          SOCIAL SECURITY NUMBER
and be delivered to ____________________________________________________________
                                     (Name)

at______________________________________________________________________________
        (Street Address)           (City)            (State)          (Zip Code)
and,  if  said  number  of  shares  shall  not be  all  the  shares  purchasable
thereunder,  that  a new  Warrant  for  the  balance  remaining  of  the  shares
purchasable  under  the  within  Warrant  be  registered  in the  name  of,  and
delivered, to the undersigned at the address stated below.

Name of Warrantholder:__________________________________________________________
                                 (Please Print)

Address:________________________________________________________________________
                                    (Street)

________________________________________________________________________________
          (City)                     (State)                      (Zip Code)

Dated:___________________, 2003      Signature:_________________________________
                                               Note: The above signature must
                                               correspond with the name as
                                               written upon the face of this
                                               Warrant or with the name of the
                                               assignee appearing in the
                                               assignment form below in every
                                               particular without alteration or
                                               enlargement or any change
                                               whatever.