THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED, AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM
          REGISTRATION, UNDER SAID ACT.

                                  WARRANT TO PURCHASE

                                 SHARES OF COMMON STOCK

                                           OF

                              MERIDIAN MEDICAL TECHNOLOGIES, INC.

                                  Expires May 1, 2005

          No.  W-1                                       New York, New York
          204,770 Shares                                        May 1, 1998

               FOR VALUE RECEIVED, subject to the provisions hereinafter
          set forth, the undersigned, MERIDIAN MEDICAL TECHNOLOGIES, INC.,
          a Delaware corporation (together with its successors and assigns,
          the "Issuer"), hereby certifies that

          NOMURA HOLDING AMERICA INC.

          or its registered assigns is entitled to subscribe for and
          purchase, during the period specified in this Warrant, 204,770
          shares (subject to adjustment as hereinafter provided) of the
          duly authorized, validly issued, fully paid and non-assessable
          Common Stock of the Issuer, at an initial exercise price per
          share equal to $11.988 per share, subject, however, to the
          provisions and upon the terms and conditions hereinafter set
          forth.  Capitalized terms used in this Warrant and not otherwise
          defined herein shall have the respective meanings specified in
          Section 7 hereof.  This Warrant is one of the Warrants issued
          pursuant to the Note and Warrant Purchase Agreement, initially
          exercisable to purchase 204,770 shares of Warrant Stock in the
          aggregate.

               1.   Duration.  The right to subscribe for and purchase
          shares of Warrant Stock represented hereby shall commence on the
          date hereof and shall expire at 5:00 P.M., New York time, on May
          1, 2005; provided, however, that if, on such expiration date, the
          Issuer is then required, pursuant to an effective request
          therefor, to effect, or is in the process of effecting, a
          registration under the Securities Act for an Underwritten
          Offering in which shares of Warrant Stock are, pursuant to the
          Registration Rights Agreement dated as of May 1, 1998 by and
          between the Issuer and Nomura Holding America Inc., entitled to
          be included, or if the Issuer is in default of any obligations
          created by such provisions, said right to subscribe for and


          659294v9<PAGE>





          purchase shares of Warrant Stock shall expire at 5:00 P.M., New
          York time, on the 30th day following the date on which such
          registration shall have become effective or on the 30th day
          following the date all of such defaults have been cured, as the
          case may be.

               2.   Method of Exercise; Payment; Issuance of New Warrant;
          Transfer and Exchange.

               (a)  Time of Exercise.  The purchase right represented by
          this Warrant may be exercised in whole or in part at any time and
          from time to time prior to expiration.

               (b)  Method of Exercise.  The holder hereof may exercise
          this Warrant, in whole or in part, by the surrender of this
          Warrant (with the subscription form attached hereto duly
          executed) at the principal office of the Issuer, and by the
          payment to the Issuer of an amount of consideration therefor
          equal to the Warrant Price in effect on the date of such exercise
          multiplied by the number of shares of Warrant Stock with respect
          to which this Warrant is then being exercised (after giving
          effect to any reduction required by Section 6 hereof), payable at
          such holder's election (i) by certified or official bank check,
          (ii) by surrendering and canceling an amount of the principal of
          and accrued interest on the Notes held by such holder equal in
          the aggregate to the aggregate amount of the consideration
          payable upon such exercise (and, for such purposes, all interest
          accrued on such Notes to the date of such exercise shall first be
          applied to such payment before any of the principal amount
          thereof shall be so surrendered and applied), (iii) by
          surrendering to the Issuer the right to receive a portion of the
          number of shares of Warrant Stock with respect to which this
          Warrant is then being exercised equal to the product obtained by
          multiplying such number of shares of Warrant Stock by a fraction,
          the numerator of which is the Warrant Price in effect on the date
          of such exercise and the denominator of which is the Current
          Market Price in effect on such date, or (iv) by a combination of
          the foregoing methods of payment selected by the holder of this
          Warrant.  In any case where the consideration payable upon such
          exercise is being paid in whole or in part pursuant to the
          provisions of clause (ii) or clause (iii) of this Section 2(b),
          such exercise shall be accompanied by written notice from the
          holder of this Warrant specifying the manner of payment thereof,
          and in the case of an application of clause (ii), stating the
          respective amounts of principal and interest of the Notes to be
          applied to such payment, and in the case of an application of
          clause (iii), containing a calculation showing the number of
          shares of Warrant Stock with respect to which rights are being
          surrendered thereunder and the net number of shares to be issued
          after giving effect to such surrender.  If, pursuant to clause
          (ii) above, less than the entire unpaid principal amount of any
          Note shall be applied toward payment of the consideration payable
          upon any exercise of this Warrant, the holder thereof shall

                                          2

          659294v9<PAGE>





          surrender the Note and the Issuer shall issue a new Note (dated
          the date of the Note being surrendered) representing the balance
          of the unpaid principal amount of the Note so surrendered,
          payable to such holder or as such holder may otherwise direct.

               (c)  Issuance of Stock Certificates.  In the event of any
          exercise of the rights represented by this Warrant in accordance
          with and subject to the terms and conditions hereof, (i)
          certificates for the shares of Warrant Stock so purchased shall
          be dated the date of such exercise and delivered to the holder
          hereof within a reasonable time, not exceeding fifteen days after
          such exercise, and the holder hereof shall be deemed for all
          purposes to be the holder of the shares of Warrant Stock so
          purchased as of the date of such exercise, and (ii) unless this
          Warrant has expired, a new Warrant representing the number of
          shares of Warrant Stock, if any, with respect to which this
          Warrant shall not then have been exercised (less any amount
          thereof which shall have been canceled in payment or partial
          payment of the Warrant Price as hereinabove provided) shall also
          be issued to the holder hereof within such time.

               (d)  Transferability and Nonnegotiability of Warrant.  This
          Warrant may not be transferred or assigned in whole or in part
          without compliance with all applicable federal and state
          securities laws by the transferor and the transferee (including,
          to the extent required by law or reasonably requested by the
          Issuer, the delivery of appropriate investment representations in
          customary form).  Subject to the provisions of this Warrant with
          respect to compliance with the Securities Act, title to this
          Warrant may be transferred by endorsement (by the holder
          executing the form of assignment attached hereto) and delivery in
          the same manner as a negotiable instrument transferable by
          endorsement and delivery.  This Warrant is exchangeable at the
          principal office of the Issuer for Warrants for the purchase of
          the same aggregate number of shares of Warrant Stock, each new
          Warrant to represent the right to purchase such number of shares
          of Warrant Stock as the holder hereof shall designate at the time
          of such exchange.  All Warrants issued on transfers or exchanges
          shall be dated the date hereof and shall be identical with this
          Warrant except as to the number of shares of Warrant Stock
          issuable pursuant hereto.

               (e)  Exchange of Warrant Upon a Transfer.  On surrender of
          this Warrant for exchange, properly endorsed on the form of
          assignment attached hereto, and subject to the provisions of this
          Warrant with respect to compliance with the Securities Act and
          the limitations on assignments and transfers contained herein,
          the Issuer at its expense shall issue to or on the order of the
          holder a new Warrant or Warrants of like tenor, in the name of
          the holder or as the holder (on payment by the holder of any
          applicable transfer taxes) may direct, exercisable in the
          aggregate for the number of shares of Warrant Stock issuable upon
          exercise hereof; provided, that nothing in this subsection (e)

                                          3

          659294v9<PAGE>





          shall be deemed to prohibit any transfer of Warrants by any
          Person to (i) any Affiliate of such Person or (ii) any Person who
          immediately prior to such transfer is a holder of Warrants.

               (f)  Compliance with Securities Laws.

                    (i)  The holder of this Warrant, by acceptance hereof,
          acknowledges that this Warrant and the shares of Warrant Stock to
          be issued upon exercise hereof are being acquired solely for the
          holder's own account and not as a nominee for any other party,
          and for investment, and that the holder will not offer, sell or
          otherwise dispose of this Warrant or any shares of Warrant Stock
          to be issued upon exercise hereof except under circumstances that
          will not result in a violation of the Securities Act or any state
          securities laws.  In the event that, upon exercise of this
          Warrant, the shares of Warrant Stock to be issued hereunder shall
          constitute "restricted securities" (as defined in Regulation D
          promulgated under the Securities Act), then the holder shall, if
          requested by the Issuer, confirm in writing to the Issuer that
          the shares of Warrant Stock so purchased are being acquired
          solely for the holder's own account and not as a nominee for any
          other party, for investment, and not with a view toward any
          distribution or resale that would violate the registration or
          qualification provisions of the Securities Act or any state
          securities laws.

                    (ii) Except as provided in paragraph (iii) below, this
          Warrant and all certificates representing shares of Warrant Stock
          issued upon exercise hereof shall be stamped or imprinted with a
          legend in substantially the following form:

               THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD
          EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN
          EXEMPTION FROM REGISTRATION, UNDER SAID ACT.

                    (iii)     The restrictions imposed by this Section 2(f)
          upon the transfer of this Warrant and the shares of Warrant Stock
          to be purchased upon exercise hereof shall terminate (A) when
          such securities shall have been effectively registered under the
          Securities Act, or (B) upon the Issuer's receipt of an opinion of
          counsel, in form and substance reasonably satisfactory to the
          Issuer (it being understood that in-house counsel to the holder
          shall be deemed to be acceptable counsel), addressed to the
          Issuer to the effect that such restrictions are no longer
          required to ensure compliance with the Securities Act.  Whenever
          such restrictions shall cease and terminate as to any such
          securities, the holder thereof shall be entitled to receive from
          the Issuer (or its transfer agent and registrar), without expense
          (other than applicable transfer taxes, if any), new Warrants (or,
          in the case of shares of Warrant Stock, new stock certificates)
          of like tenor not bearing the applicable legends required by
          paragraph (ii) above relating to the Securities Act and state

                                          4

          659294v9<PAGE>





          securities laws.

               (g)  Continuing Rights of Holder.  The Issuer will, at the
          time of or at any time after each exercise of this Warrant, upon
          the request of the holder hereof or of any shares of Warrant
          Stock issued upon such exercise, acknowledge in writing the
          extent, if any, of its continuing obligation to afford to such
          holder all rights to which such holder shall continue to be
          entitled after such exercise in accordance with the terms of this
          Warrant, provided that if any such holder shall fail to make any
          such request, the failure shall not affect the continuing
          obligation of the Issuer to afford such rights to such holder.

               (h)  No Rights or Liabilities as Stockholders.  This Warrant
          shall not entitle the holder hereof to any of the rights of a
          stockholder of the Issuer, except as expressly contemplated by
          this Warrant.  No provision of this Warrant, in the absence of
          the actual exercise of this Warrant or any part hereof by the
          holder hereof into shares of Warrant Stock issuable upon such
          exercise, shall give rise to any liability on the part of such
          holder as a stockholder of the Issuer, whether such liability
          shall be asserted by the Issuer or by creditors of the Issuer or
          otherwise.

               3.   Stock Fully Paid; Reservation of Shares.  (a)  The
          Issuer covenants and agrees that all shares of Warrant Stock
          which may be issued upon the exercise of this Warrant will, upon
          issuance, be fully paid and non-assessable and free from all
          taxes, liens and charges with respect to issuance (other than
          taxes in respect of any transfer occurring contemporaneously with
          such issuance, or as otherwise specified herein or in the Note
          and Warrant Purchase Agreement).  The Issuer further covenants
          and agrees that during the period within which this Warrant may
          be exercised, the Issuer will at all times have authorized and
          reserved for the purpose of the issue upon exercise of the
          subscription rights evidenced by this Warrant a sufficient number
          of shares of Common Stock to provide for the exercise of this
          Warrant.

               (b)  If any shares of the Common Stock required to be
          reserved for issuance upon exercise of this Warrant require
          registration or qualification with any governmental authority
          under any federal or state law before such shares may be so
          issued, the Issuer will in good faith use its reasonable efforts
          at its expense to cause such shares to be duly registered or
          qualified.

               (c)  The Issuer shall not by any voluntary action including,
          without limitation, amending the Certificate of Incorporation or
          through any reorganization, transfer of assets, consolidation,
          merger, dissolution, issue or sale of securities or any other
          voluntary action, avoid or seek to avoid the observance or
          performance of any of the terms of this Warrant, but will at all

                                          5

          659294v9<PAGE>





          times in good faith assist in the carrying out of all such terms
          and in the taking of all such actions as may be necessary or
          appropriate to protect the rights of the holder hereof against
          impairment.  Without limiting the generality of the foregoing,
          the Issuer will (i) not permit the par value, if any, of its
          Common Stock to exceed the then effective Warrant Price, (ii) not
          amend or modify any provision of the Certificate of Incorporation
          or by-laws of the Issuer in any manner that would adversely
          affect in any way the powers, preferences or relative
          participating, optional or other special rights of the Common
          Stock, (iii) take all such action as may be reasonably necessary
          in order that the Issuer may validly and legally issue fully paid
          and nonassessable shares of Common Stock, free and clear of any
          liens, claims, encumbrances and restrictions (other than as
          provided herein) upon the exercise of this Warrant, and (iv) use
          its reasonable best efforts to obtain all such authorizations,
          exemptions or consents from any public regulatory body having
          jurisdiction thereof as may be reasonably necessary to enable the
          Issuer to perform its obligations under this Warrant.

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

               (a)  Recapitalization, Reorganization, Reclassification,
          Consolidation, Merger or Sale.  (i) In case of any
          recapitalization or reorganization of the Issuer or any
          reclassification or change of outstanding Securities issuable
          upon exercise of this Warrant (other than a change in par value,
          or from par value to no par value, or from no par value to par
          value or as a result of a subdivision or combination), or in case
          of any consolidation or merger of the Issuer with or into another
          corporation (other than a merger with another corporation in
          which the Issuer is the surviving corporation and which does not
          result in any reclassification or change -- other than a change
          in par value, or from par value to no par value, or from no par
          value to par value, or as a result of a subdivision or
          combination -- of outstanding Securities issuable upon exercise
          of this Warrant), or in case of any sale or transfer to another
          corporation of the property of the Issuer as an entirety or
          substantially as an entirety, the Issuer or such successor or
          purchasing corporation, as the case may be, shall, without
          payment of any additional consideration therefor, issue a new
          Warrant, providing that the holder of this Warrant shall have the
          right to exercise such new Warrant and procure upon such exercise
          in lieu of each share of Warrant Stock theretofore issuable upon
          exercise of this Warrant the kind and the highest amount of
          shares of Capital Stock, other securities, money and property
          receivable upon such recapitalization, reorganization,
          reclassification, change, consolidation, merger, sale or transfer
          by a holder of one share of Common Stock issuable upon exercise

                                          6

          659294v9<PAGE>





          of this Warrant had it been exercised immediately prior to such
          recapitalization, reorganization, reclassification, change,
          consolidation, merger, sale or transfer.  Such new Warrant shall
          provide for adjustments which shall be as nearly equivalent as
          may be practicable to the adjustments provided for in this
          Section 4.  The provisions of this subsection (a) shall similarly
          apply to successive recapitalizations, reorganizations,
          reclassifications, changes, consolidations, mergers, sales and
          transfers.

                    (ii) Notwithstanding anything contained in this Warrant
          to the contrary, the Issuer will not effect any of the
          transactions described in the above subparagraph (i) unless prior
          to the consummation thereof, each person (other than the Issuer)
          which may be required to deliver any Capital Stock, securities,
          money or property upon the exercise of this Warrant as provided
          herein shall assume, by written instrument delivered to, and
          reasonably satisfactory to the Majority Holders, (A) the
          obligations of the Issuer under this Warrant (and if the Issuer
          shall survive the consummation of such transaction, such
          assumption shall be in addition to (but without duplication), and
          shall not release the Issuer from, any continuing obligations of
          the Issuer under this Warrant) and (B) the obligation to deliver
          to the holder of this Warrant such shares of Capital Stock, other
          securities, money or property as, in accordance with the
          foregoing provisions of this paragraph (a), such holder shall be
          entitled to receive, and such person shall have similarly
          delivered to such holder an opinion of counsel for such person,
          which counsel shall be reasonably satisfactory to such holder,
          stating that this Warrant shall thereafter continue in full force
          and effect and the terms hereof (including, without limitation,
          all of the provisions of this paragraph (a)) shall be applicable
          to the Capital Stock, other securities, money or property which
          such person may be required to deliver upon any exercise of this
          Warrant or the exercise of any rights pursuant hereto.

               (b)  Subdivision or Combination of Shares.  If the Issuer,
          at any time while this Warrant is outstanding, shall subdivide or
          combine any class or classes of its Common Stock, (i) in case of
          subdivision of shares, the Warrant Price shall be proportionately
          reduced (as at the effective date of such subdivision or, if the
          Issuer shall take a record of holders of its Common Stock for the
          purpose of so subdividing, as at the applicable record date,
          whichever is earlier) to reflect the increase in the total number
          of shares of Common Stock outstanding as a result of such
          subdivision, or (ii) in the case of a combination of shares,
          shall be proportionately increased (as at the effective date of
          such combination or, if the Issuer shall take a record of holders
          of its Common Stock for the purpose of so combining, as at the
          applicable record date, whichever is earlier) to reflect the
          reduction in the total number of shares of Common Stock
          outstanding as a result of such combination.


                                          7

          659294v9<PAGE>





               (c)  Certain Dividends and Distributions.  If the Issuer, at
          any time while this Warrant is outstanding, shall:

               (i)  Stock Dividends.  Pay a dividend in, or make any other
          distribution of, shares of any class or classes of Common Stock,
          the Warrant Price shall be adjusted, as at the date the Issuer
          shall take a record of the holders of such class or classes of
          Common Stock, for the purpose of receiving such dividend or other
          distribution (or if no such record is taken, as at the date of
          such payment or other distribution), to that price determined by
          multiplying the Warrant Price in effect immediately prior to such
          record date (or if no such record is taken, then immediately
          prior to such payment or other distribution), by a fraction (A)
          the numerator of which shall be the total number of shares of
          Common Stock outstanding immediately prior to such dividend or
          distribution, and (B) the denominator of which shall be the total
          number of shares of Common Stock outstanding immediately after
          such dividend or distribution (plus in the event that the Issuer
          paid cash for fractional shares, the number of additional shares
          which would have been outstanding had the Issuer issued
          fractional shares in connection with said dividends); or

               (ii) Liquidating Dividends, etc.  Make a distribution of its
          property to the holders of its Common Stock as a dividend in
          liquidation or partial liquidation or by way of return of capital
          other than as a dividend payable out of funds legally available
          for dividends under the laws of the State of Delaware, the holder
          of this Warrant shall, upon exercise, be entitled to receive, in
          addition to the number of shares of Warrant Stock receivable
          thereupon, and without payment of any consideration therefor, a
          sum equal to the amount of such property as would have been
          payable to such holder as owner of that number of shares of
          Warrant Stock of the Issuer receivable by exercise of this
          Warrant, had such holder been the holder of record of such
          Warrant Stock on the record date for such distribution; and an
          appropriate provision therefor shall be made a part of any such
          distribution.

               (d)  Issuance of Additional Shares of Common Stock.  If the
          Issuer, at any time while this Warrant is outstanding, shall
          issue any Additional Shares of Common Stock (other than as
          provided in the foregoing subsections (a) through (c) of this
          Section 4), at a price per share less than 90% of the Warrant
          Price then in effect or less than the Current Market Price then
          in effect or without consideration, then the Warrant Price upon
          each such issuance shall be adjusted to that price determined by
          multiplying the Warrant Price then in effect by a fraction:

               (i)  the numerator of which shall be equal to the sum of (A)
          the number of shares of Common Stock outstanding immediately
          prior to the issuance of such Additional Shares of Common Stock
          plus (B) the number of shares of Common Stock which the aggregate
          consideration for the total number of such Additional Shares of

                                          8

          659294v9<PAGE>





          Common Stock so issued would purchase at a price per share equal
          to the Current Market Price then in effect or 90% of the Warrant
          Price then in effect (whichever is greater), and

               (ii) the denominator of which shall be equal to the number
          of shares of Common Stock outstanding immediately after the
          issuance of such Additional Shares of Common Stock.

          The provisions of this subsection (d) shall not apply under any
          of the circumstances for which an adjustment is provided in
          subsections (a), (b) or (c) of this Section 4.  No adjustment of
          the Warrant Price shall be made under this subsection (d) upon
          the issuance of any Additional Shares of Common Stock which are
          issued pursuant to any Common Stock Equivalent if upon the
          issuance of such Common Stock Equivalent (1) any adjustment shall
          have been made pursuant to subsection (e) of this Section 4 or
          (2) no adjustment was required pursuant to subsection (e) of this
          Section 4.

               (e)  Issuance of Common Stock Equivalents.  If the Issuer,
          at any time while this Warrant is outstanding, shall issue any
          Common Stock Equivalent and the price per share for which
          Additional Shares of Common Stock may be issuable thereafter
          pursuant to such Common Stock Equivalent shall be less than 90%
          of the Warrant Price then in effect or less than the Current
          Market Price then in effect, or if, after any such issuance of
          Common Stock Equivalents, the price per share for which
          Additional Shares of Common Stock may be issuable thereafter is
          amended, and such price as so amended shall be less than the 90%
          of the Warrant Price or less than the Current Market Price in
          effect at the time of such amendment, then the Warrant Price upon
          each such issuance or amendment shall be adjusted as provided in
          the first sentence of subsection (d) of this Section 4 on the
          basis that (i) the maximum number of Additional Shares of Common
          Stock issuable pursuant to all such Common Stock Equivalents
          shall be deemed to have been issued (whether or not such Common
          Stock Equivalents are actually then exercisable, convertible or
          exchangeable in whole or in part) as of the earlier of (A) the
          date on which the Issuer shall enter into a firm contract for the
          issuance of such Common Stock Equivalent, or (B) the date of
          actual issuance of such Common Stock Equivalent, and (ii) the
          aggregate consideration for such maximum number of Additional
          Shares of Common Stock shall be deemed to be the minimum
          consideration received or receivable by the Issuer for the
          issuance of such Additional Shares of Common Stock pursuant to
          such Common Stock Equivalent.  No adjustment of the Warrant Price
          shall be made under this subsection (e) upon the issuance of any
          Convertible Security which is issued pursuant to the exercise of
          any warrants or other subscription or purchase rights therefor,
          if any adjustment shall previously have been made in the Warrant
          Price then in effect upon the issuance of such warrants or other
          rights pursuant to this subsection (e).


                                          9

          659294v9<PAGE>





               (f)  Purchase of Common Stock by the Issuer.  If the Issuer
          at any time while this Warrant is outstanding shall, directly or
          indirectly through a Subsidiary or otherwise, purchase, redeem or
          otherwise acquire any of its Common Stock at a price per share
          greater than the Current Market Price then in effect, then the
          Warrant Price upon each such purchase, redemption or acquisition
          shall be adjusted to that price determined by multiplying such
          Warrant Price by a fraction (i) the numerator of which shall be
          the number of shares of Common Stock outstanding immediately
          prior to such purchase, redemption or acquisition minus the
          number of shares of Common Stock which the aggregate
          consideration for the total number of such shares of Common Stock
          so purchased, redeemed or acquired would purchase at the Current
          Market Price; and (ii) the denominator of which shall be the
          number of shares of Common Stock outstanding immediately after
          such purchase, redemption or acquisition.  For the purposes of
          this subsection (f), the date as of which the Current Market
          Price shall be computed shall be the earlier of (x) the date on
          which the Issuer shall enter into a firm contract for the
          purchase, redemption or acquisition of such Common Stock, or (y)
          the date of actual purchase, redemption or acquisition of such
          Common Stock.  For the purposes of this subsection (f), a
          purchase, redemption or acquisition of a Common Stock Equivalent
          shall be deemed to be a purchase of the underlying Common Stock,
          and the computation herein required shall be made on the basis of
          the full exercise, conversion or exchange of such Common Stock
          Equivalent on the date as of which such computation is required
          hereby to be made, whether or not such Common Stock Equivalent is
          actually exercisable, convertible or exchangeable on such date.

               (g)  Other Provisions Applicable to Adjustments Under this
          Section 4.  The following provisions shall be applicable to the
          making of adjustments in the Warrant Price hereinbefore provided
          in Section 4(d), (e) and (f):

                    (i)  Computation of Consideration.  The consideration
          received by the Issuer shall be deemed to be the following: to
          the extent that any Additional Shares of Common Stock or any
          Common Stock Equivalents shall be issued for a cash
          consideration, the consideration received by the Issuer therefor,
          or, if such Additional Shares of Common Stock or Common Stock
          Equivalents are offered by the Issuer for subscription, the
          subscription price, or, if such Additional Shares of Common Stock
          or Common Stock Equivalents are sold to underwriters or dealers
          for public offering without a subscription offering, the public
          offering price, in any such case excluding any amounts paid or
          receivable for accrued interest or accrued dividends and without
          deduction of any compensation, discounts, commissions, or
          expenses paid or incurred by the Issuer for or in connection with
          the underwriting thereof or otherwise in connection with the
          issue thereof; to the extent that such issuance shall be for a
          consideration other than cash, then, except as herein otherwise
          expressly provided, the fair market value of such consideration

                                         10

          659294v9<PAGE>





          at the time of such issuance as determined in good faith by the
          Board.  The consideration for any Additional Shares of Common
          Stock issuable pursuant to any Common Stock Equivalents shall be
          the consideration received by the Issuer for issuing such Common
          Stock Equivalents, plus the additional consideration payable to
          the Issuer upon the exercise, conversion or exchange of such
          Common Stock Equivalents.  In case of the issuance at any time of
          any Additional Shares of Common Stock or Common Stock Equivalents
          in payment or satisfaction of any dividend upon any class of
          Capital Stock other than Common Stock, the Issuer shall be deemed
          to have received for such Additional Shares of Common Stock or
          Common Stock Equivalents a consideration equal to the amount of
          such dividend so paid or satisfied.  In any case in which the
          consideration to be received or paid shall be other than cash,
          the Board shall notify the holder of this Warrant of its
          determination of the fair market value of such consideration
          prior to payment or accepting receipt thereof.  If, within thirty
          days after receipt of said notice, the Majority Holders shall
          notify the Board in writing of their objection to such
          determination, a determination of the fair market value of such
          consideration shall be made by an Independent Appraiser selected
          by the Majority Holders with the approval of the Board (which
          approval shall not be unreasonably withheld), whose fees and
          expenses shall be paid by the Issuer.

               (ii) Readjustment of Warrant Price.  Upon the expiration or
          termination of the right to convert, exchange or exercise any
          Common Stock Equivalent the issuance of which effected an
          adjustment in the Warrant Price, if such Common Stock Equivalent
          shall not have been converted, exercised or exchanged in its
          entirety, the number of shares of Common Stock deemed to be
          issued and outstanding by reason of the fact that they were
          issuable upon conversion, exchange or exercise of any such Common
          Stock Equivalent shall no longer be computed as set forth above,
          and the Warrant Price shall forthwith be readjusted and
          thereafter be the price which it would have been (but reflecting
          any other adjustments in the Warrant Price made pursuant to the
          provisions of this Section 4 after the issuance of such Common
          Stock Equivalent) had the adjustment of the Warrant Price been
          made in accordance with the issuance or sale of the number of
          Additional Shares of Common Stock actually issued upon
          conversion, exchange or issuance of such Common Stock Equivalent
          and thereupon only the number of Additional Shares of Common
          Stock actually so issued shall be deemed to have been issued and
          only the consideration actually received by the Issuer (computed
          as in clause (i) of this subsection (g)) shall be deemed to have
          been received by the Issuer.

               (iii)     Treasury Shares.  The number of shares of Common
          Stock at any time outstanding shall not include any shares
          thereof then directly or indirectly owned or held by or for the
          account of the Issuer or any of its Subsidiaries.


                                         11

          659294v9<PAGE>





               (h)  Other Action Affecting Common Stock.  In case after the
          date hereof the Issuer shall take any action affecting its Common
          Stock, other than an action described in any of the foregoing
          subsections (a) through (g) of this Section 4, inclusive, and the
          failure to make any adjustment would not fairly protect the
          purchase rights represented by this Warrant in accordance with
          the essential intent and principle of this Section 4, then the
          Warrant Price shall be adjusted in such manner and at such time
          as the Board may in good faith determine to be equitable in the
          circumstances.

               (i)  Adjustment of Number of Shares.  Upon each adjustment
          in the Warrant Price pursuant to any of the foregoing provisions
          of this Section 4, the number of shares of Warrant Stock
          purchasable hereunder shall be adjusted, to the nearest one
          hundredth of a whole share, to the product obtained by
          multiplying such number of shares purchasable immediately prior
          to such adjustment in the Warrant Price by a fraction, the
          numerator of which shall be the Warrant Price immediately before
          giving effect to such adjustment and the denominator of which
          shall be the Warrant Price immediately after giving effect to
          such adjustment.  If the Issuer shall be in default under any
          provision contained in Section 3 of this Warrant so that shares
          issued at the Warrant Price adjusted in accordance with this
          Section 4 would not be validly issued, the adjustment of number
          of shares provided for in the foregoing sentence shall
          nonetheless be made and the holder of this Warrant shall be
          entitled to purchase such greater number of shares at the lowest
          price at which such shares may then be validly issued under
          applicable law.  Such exercise shall not constitute a waiver of
          any claim arising against the Issuer by reason of its default
          under Section 3 of this Warrant.

               5.   Notice of Adjustments.  Whenever the Warrant Price or
          number of shares of Warrant Stock purchasable upon exercise of
          this Warrant shall be adjusted pursuant to Section 4 hereof, the
          Issuer shall cause its Chief Financial Officer to prepare and
          execute a certificate setting forth, in reasonable detail, the
          event requiring the adjustment, the amount of the adjustment, the
          method by which such adjustment was calculated (including a
          description of the basis on which the Board made any
          determination hereunder), and the Warrant Price and number of
          shares of Warrant Stock purchasable hereunder after giving effect
          to such adjustment, and shall cause copies of such certificate to
          be delivered to the holder of this Warrant promptly after each
          adjustment.  Any dispute between the Issuer and the holder of
          this Warrant with respect to the matters set forth in such
          certificate may at the option of the holder of this Warrant be
          submitted to a nationally recognized accounting firm selected by
          it, which firm shall be instructed to deliver a written opinion
          as to such matters to the Issuer and such holder within thirty
          days after submission to it of such dispute.  Such opinion shall
          be final and binding on the parties hereto.  The fees and

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          659294v9<PAGE>





          expenses of such accounting firm shall be paid by the Issuer.

               6.   Fractional Shares.  No fractional shares of Warrant
          Stock will be issued in connection with any exercise hereof, but
          in lieu of such fractional shares, the Issuer shall make a cash
          payment therefor equal in amount to the product of the applicable
          fraction multiplied by the Current Market Price then in effect.

               7.   Definitions.  For the purposes of this Warrant, the
          following terms have the following meanings:

               "Additional Shares of Common Stock" means all shares of
          Common Stock issued by the Issuer after the date of this Warrant,
          and all shares of Other Common Stock, if any, issued by the
          Issuer after the date of this Warrant, except (i) Warrant Stock,
          (ii) shares of Common Stock issuable upon exercise of the
          warrants issued by the Company to ING (U.S.) Capital Corporation
          ("ING") pursuant to the Warrant Purchase Agreement dated as of
          April 15, 1996 by and between ING and the Issuer, (iii) shares of
          Common Stock issuable upon exercise of the warrants issued by the
          Company to the Estate of Dr. Stanley Sarnoff, (iv) shares of
          voting Common Stock issued upon conversion of any shares of the
          Company's Class A Common Stock (as such term is defined in the
          Warrant Purchase Agreement dated as of April 15, 1996 between
          Brunswick Biomedical Corporation and ING), (v) shares of Common
          Stock issuable upon exercise of the warrants issued in connection
          with the merger of Brunswick Biomedical Corporation with and into
          Survival Technology, Inc. and options assumed in such merger and
          (vi) shares of Common Stock issued after May 1, 1998 pursuant to
          stock options granted prior to, on or after that date under the
          Issuer's current or future employee stock option and director
          stock option plans, and shares of Common Stock issued after that
          date pursuant to the Issuer's current or future employee stock
          purchase, stock bonus and similar employee benefit plans.

               "Board" shall mean the Board of Directors of the Issuer.

               "Capital Stock" means and includes (i) any and all shares,
          interests, participations or other equivalents of or interests in
          (however designated) corporate stock, including, without
          limitation, shares of preferred or preference stock, (ii) all
          partnership interests (whether general or limited) in any Person
          which is a partnership, (iii) all membership interests or limited
          liability company interests in any limited liability company, and
          (iv) all equity or ownership interests in any Person of any other
          type.

               "Certificate of Incorporation" means the Certificate of
          Incorporation of the Issuer as in effect on the date of this
          Warrant, and as hereafter from time to time amended, modified,
          supplemented or restated in accordance with its terms and
          pursuant to applicable law.


                                         13

          659294v9<PAGE>





               "Common Stock" means the Common Stock, $0.10 par value per
          share, of the Issuer and any other Capital Stock into which such
          stock may hereafter be changed.

               "Common Stock Equivalent" means any Convertible Security or
          warrant, option or other right to subscribe for or purchase any
          Additional Shares of Common Stock or any Convertible Security.

               "Convertible Securities" means evidences of Indebtedness,
          shares of Capital Stock or other Securities which are or may be
          at any time convertible into or exchangeable for Additional
          Shares of Common Stock.  The term "Convertible Security" shall
          mean one of the Convertible Securities.

               "Current Market Price" as of any day means (i) the average
          of the last sale prices of the Common Stock on the 10 most recent
          Trading Days preceding such day, as quoted in the National Market
          System ("NMS/NASDAQ") of the National Association of Securities
          Dealers, Inc.  Automated Quotation System ("NASDAQ"), as
          published in The Wall Street Journal (or, if for any reason such
          information for such Trading Day is not available in The Wall
          Street Journal, then as published in any other newspaper of
          general circulation which regularly publishes such information);
          or (ii) if such Common Stock is not then quoted in NMS/NASDAQ,
          but is listed on the New York Stock Exchange and reported on the
          New York Stock Exchange Consolidated Tape, such Current Market
          Price shall be the average of the last sale prices (regular way)
          of the Common Stock on the 10 most recent Trading Days preceding
          such day, as reported on such Consolidated Tape (as published in
          The Wall Street Journal or, if for any reason such information
          for such Trading Day is not available in The Wall Street Journal,
          then as published in any other newspaper of general circulation
          which regularly publishes such information); or (iii) if such
          Common Stock is not then listed on the New York Stock Exchange,
          Inc.  or reported on such Consolidated Tape, but is listed or
          admitted to trading on any other domestic securities exchange,
          then such Current Market Price shall be the average of the last
          sale prices on the 10 most recent Trading Days preceding such day
          on the principal domestic stock exchange on which such stock is
          then listed or admitted to trading, or, if no sale takes place on
          such day on such exchange, the average of the closing bid and
          asked prices on such day as officially quoted on such exchange;
          or (iv) if such Common Stock is not then listed or admitted to
          trading on any domestic securities exchange nor quoted in
          NMS/NASDAQ, then the Current Market Price for such Trading Day
          shall be the average of the respective averages of the reported
          closing bid and asked price quotations on the 10 most recent
          Trading Days preceding such day in the over-the-counter market,
          as reported by NASDAQ, or, if not so reported, as furnished by
          the National Quotation Bureau, Inc., or, if such firm at the time
          is not engaged in the business of reporting such prices, as
          furnished by any similar firm then engaged in such business as
          selected by the Issuer, or if there is no such firm, as furnished

                                         14

          659294v9<PAGE>





          by any member of the National Association of Securities Dealers,
          Inc. selected by the Issuer with the written approval of the
          Majority Holders; or (v) if such Common Stock is not listed or
          admitted to trading on any domestic securities exchange or quoted
          in the domestic over-the-counter market, the Current Market Price
          shall be deemed to be an amount mutually agreed upon in writing
          between the Issuer and the Majority Holders within fifteen days
          immediately following the date on which the Current Market Price
          is to be determined.  If no such agreement as to Current Market
          Price is so reached, the Current Market Price shall be the fair
          market value per share of Common Stock as of the applicable date
          hereunder, as determined by an Independent Appraiser selected by
          the Majority Holders and consented to by the Issuer (such consent
          not to be unreasonably withheld), whose fees and expenses shall
          be paid by the Issuer.  The determination of fair market value by
          such Independent Appraiser shall be based upon the fair market
          value of the Issuer determined on a going concern basis as
          between a willing buyer and a willing seller and taking into
          account all relevant factors determinative of value, and shall be
          final and binding on all parties.  In determining the fair market
          value of any shares of Common Stock, no consideration shall be
          given to any restrictions on transfer of the Common Stock imposed
          by any stockholders' agreement or similar agreement or by federal
          or state securities laws.

               "Exchange Act" means the Securities Exchange Act of 1934, as
          amended, or any similar federal statute at the time in effect,
          and a reference to a particular section thereof shall include a
          reference to the comparable section, if any, of any such similar
          federal statute.

               "Independent Appraiser" means a nationally recognized
          investment banking firm or other nationally recognized firm that
          is regularly engaged in the business of appraising the Capital
          Stock or assets of corporations or other entities as going
          concerns, and which is not affiliated with either the Issuer or
          the holder of any Warrant.

               "Issuer" means Meridian Medical Technologies, Inc., a
          Delaware corporation, and its successors.

               "Majority Holders" means at any time the holders of Warrants
          exercisable for a majority of the shares of Warrant Stock
          issuable under the Warrants at the time outstanding.

               "NASD" means the National Association of Securities Dealers,
          Inc., and any successor organization or entity.

               "Note and Warrant Purchase Agreement" means the Note and
          Warrant Purchase Agreement, dated as of May 1, 1998, between the
          Issuer and Nomura Holding America Inc., as such agreement may
          from time to time be amended, modified or supplemented in
          accordance with its terms.

                                         15

          659294v9<PAGE>






               "Notes" means the 12.0% Senior Subordinated Notes Due 2005
          of the Issuer in the aggregate original principal amount of
          $15,000,000 issued pursuant to the Note and Warrant Purchase
          Agreement.

               "Other Common Stock" means any Capital Stock of the Issuer
          of any class which shall be authorized at any time after the date
          of this Warrant (other than Common Stock) and which shall have
          the right to participate in the distribution of earnings and
          assets of the Issuer without limitation as to amount.

               "Person" means and includes an individual, a partnership, a
          joint venture, a corporation, a company, a trust, an
          unincorporated organization and a government or any department or
          agency thereof.

               "SEC" means the United States Securities and Exchange
          Commission and any successor agency, authority, commission or
          governmental body.

               "Securities" means any debt or equity securities of the
          Issuer, whether now or hereafter authorized, any instrument
          convertible into or exchangeable for Securities or a Security,
          and any option, warrant or other right to purchase or acquire any
          Security.  "Security" shall mean one of the Securities.

               "Securities Act" means as of any date the Securities Act of
          1933, as amended, or any similar federal statute then in effect,
          and a reference to a particular section thereof shall include a
          reference to the comparable section, if any, of any such similar
          federal statute.

               "Subsidiary" means, with respect to any Person, any
          corporation or other entity of which at least a majority of the
          outstanding Voting Stock is at the time directly or indirectly
          owned or controlled by such Person or by one or more of any
          entities directly or indirectly owned or controlled by such
          Person.

               "Trading Day" shall mean any day on which equity securities
          are traded and quoted on NASDAQ, or, if at any time of
          determination the Common Stock shall no longer be quoted on
          NASDAQ, then such term shall mean any day on which equity
          securities are traded on the principal domestic securities
          exchange on which the Common Stock shall then be listed.

               "Underwritten Offering" means any public offering of
          Securities distributed by means of a firm commitment
          underwriting.

               "Voting Stock", as applied to the Capital Stock of any
          corporation, means Capital Stock of any class or classes (however

                                         16

          659294v9<PAGE>





          designated) having ordinary voting power for the election of a
          majority of the members of the Board of Directors (or other
          governing body) of such corporation, other than Capital Stock
          having such power only by reason of the happening of a
          contingency.

               "Warrants" means the Warrants issued and sold pursuant to
          the Note and Warrant Purchase Agreement, including, without
          limitation, this Warrant, and any other warrants of like tenor
          issued in substitution or exchange for any thereof pursuant to
          the provisions of Section 2(c) or 2(d) hereof or Section 2(c) or
          2(d) of any of such other Warrants.

               "Warrant Price" shall mean the price specified in the first
          paragraph of this Warrant and such other prices as shall result
          from the adjustments specified in Section 4 hereof.

               "Warrant Stock" shall mean Common Stock issuable upon
          exercise of any Warrants or Warrants.

               8.   Amendment and Waiver.  Any term, covenant, agreement or
          condition in this Warrant may be amended, or compliance therewith
          may be waived (either generally or in a particular instance and
          either retroactively or prospectively), by a written instrument
          or written instruments executed by the Issuer and the Majority
          Holders; provided, however, that no such amendment or waiver
          shall reduce the number of shares of Warrant Stock issuable under
          the Warrants, increase the Warrant Price, shorten the period
          during which the Warrants may be exercised or modify any
          provision of this Section 8 without the consent of the holders of
          all Warrants then outstanding.

               9.   Governing Law.  THIS WARRANT SHALL BE GOVERNED BY AND
          CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

               10.  Notices.  All notices and other communications provided
          for hereunder shall be in writing and delivered by hand or sent
          by first class mail or sent by telecopy (with such telecopy to be
          confirmed promptly in writing sent by first class mail), and if
          to the holder of this Warrant or of Warrant Stock issued pursuant
          hereto, addressed to such holder at its last known address or
          telecopy number appearing on the books of the Issuer maintained
          for such purposes, and if to the Issuer, addressed to:

          Meridian Medical Technologies, Inc.
          10240 Old Columbia Road
          Columbia, Maryland 21046
          Attention: Chief Executive Officer
          Telecopy No.: (410) 309-1691;

          with a copy to:

          Arnold & Porter

                                         17

          659294v9<PAGE>





          555 12th Street, N.W.
          Washington, D.C. 20004-1202
          Attention: Steven Kaplan, Esq.
          Telecopy No.: (202) 942-5999;

          or to such other address or addresses or telecopy number or
          numbers as any such party may most recently have designated in
          writing to the other parties hereto by such notice.  All such
          communications shall be deemed to have been given or made when so
          delivered by hand or sent by telecopy, or three business days
          after being so mailed.

               11.  Remedies.  The Issuer stipulates that the remedies at
          law of the holder of this Warrant in the event of any default or
          threatened default by the Issuer in the performance of or
          compliance with any of the terms of this Warrant are not and will
          not be adequate and that, to the fullest extent permitted by law,
          such terms may be specifically enforced by a decree for the
          specific performance of any agreement contained herein or by an
          injunction against a violation of any of the terms hereof or
          otherwise.

               12.  Successors and Assigns.  This Warrant and the rights
          evidenced hereby shall inure to the benefit of and be binding
          upon the successors and assigns of the Issuer, the holder hereof
          and (to the extent provided herein) the holders of Warrant Stock
          issued pursuant hereto, and shall be enforceable by any such
          holder or holder of Warrant Stock.

               13.  Modification and Severability.  If, in any action
          before any court or agency legally empowered to enforce any
          provision contained herein, any provision hereof is found to be
          unenforceable, then such provision shall be deemed modified to
          the extent necessary to make it enforceable by such court or
          agency.  If any such provision is not enforceable as set forth in
          the preceding sentence, the unenforceability of such provision
          shall not affect the other provisions of this Agreement, but this
          Agreement shall be construed as if such unenforceable provision
          had never been contained herein.

               14.  Integration.  This Warrant and the other Warrants
          issued pursuant to the Note and Warrant Purchase Agreement
          replace all prior agreements, supersede all prior negotiations
          and constitute the entire agreement of the parties with respect
          to the transactions contemplated herein.  References to the Note
          and Warrant Purchase Agreement herein shall, to the extent that
          the Notes and other obligations thereunder have been repaid and
          such Note and Warrant Purchase Agreement have terminated, mean
          the Note and Warrant Purchase Agreement as in effect immediately
          prior to its termination.




                                         18

          659294v9<PAGE>






               15.  Headings.  The headings of the Sections of this Warrant
          are for convenience of reference only and shall not, for any
          purpose, be deemed a part of this Warrant.


          MERIDIAN MEDICAL TECHNOLOGIES, INC.


          By:  _____________________________
               Name:
               Title:










































                                         19

          659294v9<PAGE>





          SUBSCRIPTION

          MERIDIAN MEDICAL TECHNOLOGIES, INC.

               The undersigned _______________, pursuant to the provisions
          of the within Warrant, hereby elects to purchase _______________
          shares of Common Stock of MERIDIAN MEDICAL TECHNOLOGIES, INC.
          covered by the within Warrant.

          Dated:    _______________               Signature _______________

                                        Address   _______________
                                                  _______________

          ASSIGNMENT

               FOR VALUE RECEIVED, _______________ hereby sells, assigns
          and transfers unto _______________ the within Warrant and all
          rights evidenced thereby and does irrevocably constitute and
          appoint _______________, attorney, to transfer the said Warrant
          on the books of the within named corporation.

          Dated:    _______________               Signature _______________

                                        Address   _______________
                                                  _______________

          PARTIAL ASSIGNMENT

               FOR VALUE RECEIVED, _______________ hereby sells, assigns
          and transfers unto _______________ the right to purchase _____
          shares of Warrant Stock evidenced by the within Warrant together
          with all rights therein, and does irrevocably constitute and
          appoint __________, attorney, to transfer that part of the said
          Warrant on the books of the within named corporation.


          Dated:    _______________               Signature _______________

                                        Address   _______________
                                                  _______________

          FOR USE BY THE CORPORATION ONLY:

          This Warrant No.  W-___ canceled (or transferred or exchanged)
          this ___ day of ____________ 19_, _______________ shares of
          Common Stock issued therefor in the name of _______________,
          Warrant No.  W-__ issued for _____ shares of Common Stock in the
          name of _______________.





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