Exhibit 4.6

THE  SECURITIES  REPRESENTED  HEREBY HAVE BEEN ACQUIRED BY THE HOLDER HEREOF FOR
ITS OWN ACCOUNT FOR INVESTMENT WITH NO INTENTION OF MAKING OR CAUSING TO BE MADE
A PUBLIC  DISTRIBUTION OF ALL OR ANY PORTION  THEREOF.  SUCH SECURITIES HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR ANY STATE  SECURITIES LAWS
AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED,  EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT  FILED UNDER SUCH ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT.


No. ____                                                        __________, 2007


                              Z TRIM HOLDINGS, INC.
                    FORM OF WARRANT TO PURCHASE COMMON STOCK

                          Void after ___________, 2012


     Z TRIM HOLDINGS,  INC., an Illinois  corporation  (the  "Company"),  hereby
certifies  that,  for  value  received,  ______________________  (including  any
successors and assigns,  "Holder"), is entitled,  subject to the terms set forth
below, to purchase from the Company at any time or from time to time before 5:00
PM Central time, on ________,  2012;  (the  "Expiration  Date"),  fully paid and
nonassessable  shares of Common Stock (the "Warrant Shares") under the terms set
forth herein.

     This  Warrant is issued  pursuant to that  certain  Subscription  Agreement
dated  _______________,  2007 by and  between  the  Company  and the Holder (the
"Subscription  Agreement")  that was executed and delivered in  connection  with
that certain  Confidential  Private  Placement  Memorandum  of the Company dated
March 14, 2007 (the "Private Offering").

     1. Number of Warrant Shares;  Exercise  Price.  This Warrant shall evidence
the right of the Holder to purchase up to ________  Warrant Shares at an initial
exercise  price per  Warrant  Share of $1.20 per share (the  "Exercise  Price"),
subject to adjustment as provided in Section 7 below.

     2.  Definitions.  As used herein the  following  terms,  unless the context
otherwise requires, have the following respective meanings:

        (a) The term  "Common  Stock"  shall  mean the common  stock,  par value
$.00005 per share, of the Company.

        (b) The term "Company"  shall include any company which shall succeed to
or assume the obligations of the Company hereunder.

<PAGE>
        (c) The  term  "Corporate  Transaction"  shall  mean  (i) a sale,  lease
transfer or conveyance of all or substantially all of the assets of the Company;
(ii) a consolidation of the Company with, or merger of the Company with or into,
another  corporation or other business  entity in which the  stockholders of the
Company  immediately prior to such  consolidation or merger own less than 50% of
the voting power of the surviving entity immediately after such consolidation or
merger; or (iii) any transaction or series of related  transactions to which the
Company is a party in which in excess of 50% of the  Company's  voting  power is
transferred,  excluding any  consolidation  or merger  effected  exclusively  to
change the domicile of the Company.  (d) The term "Stock"  shall mean (i) Common
Stock or (ii) any other  class of stock  resulting  from  successive  changes or
reclassifications  of such  Common  Stock  consisting  solely of  changes in par
value, or from par value to no par value, or from no par value to par value.

     3. Exercise Date; Expiration. Subject to the terms hereof, this Warrant may
be  exercised  by the  Holder  at any  time or from  time  to  time  before  the
Expiration Date (the "Exercise Period").

     4. Exercise of Warrant;  Partial Exercise. This Warrant may be exercised in
full by the Holder by surrender of this Warrant, together with the Holder's duly
executed form of  subscription  attached  hereto as Exhibit A, to the Company at
its  principal  office,  accompanied  by  payment,  in cash or by  certified  or
official  bank  check  payable  to the order of the  Company,  of the  aggregate
exercise  price (as  determined  above) of the  number of  Warrant  Shares to be
purchased  hereunder.  The exercise of this  Warrant  pursuant to this Section 4
shall be deemed to have been effected immediately prior to the close of business
on the  business  day on which this  Warrant is  surrendered  to the  Company as
provided  in this  Section  4, and at such  time the  person  in whose  name any
certificate  for Warrant  Shares shall be issuable upon such  exercise  shall be
deemed to be the record holder of such Warrant Shares for all purposes.  As soon
as  practicable  after the exercise of this Warrant,  the Company at its expense
will cause to be issued in the name of and  delivered  to the Holder,  or as the
Holder may direct,  a certificate or  certificates  for the number of fully paid
and  nonassessable  full shares of Warrant  Shares to which the Holder  shall be
entitled on such  exercise,  together  with cash,  in lieu of any  fraction of a
share,  equal to such  fraction  of the current  fair  market  value of one full
Warrant Share as  determined  in good faith by the Board of  Directors,  and, if
applicable, a new warrant evidencing the balance of the shares remaining subject
to the Warrant.

     5. Net Issuance.

        (a) Right to  Convert.  Only in the event that there is not in effect on
or  before  the first  anniversary  of the date of this  Warrant a  registration
statement with the SEC covering the Warrant  Shares,  in addition to and without
limiting  the rights of the Holder under the terms of this  Warrant,  the Holder
shall have the right to convert  this  Warrant  (the  "Conversion  Right")  into
Warrant  Shares as provided  in this  Section 5 at any time or from time to time
beginning on the first anniversary of the date of this Warrant and ending at the
expiration of the Exercise  Period.  Upon exercise of the Conversion  Right with
respect to shares subject to the Warrant (the "Converted  Warrant Shares"),  the
Company  shall  deliver  to the  Holder  (without  payment  by the Holder of any
exercise price or any cash or other consideration) that number of fully paid and
nonassessable Warrant Shares computed using the following formula:

<PAGE>
         X =   Y (A - B)
               ---------
                   A


Where:    X    = the number of shares of Warrant  Shares to be  delivered to the
               Holder;

          Y    = the number of Converted Warrant Shares;

          A    = the fair market  value of one Warrant  Share on the  Conversion
               Date (as defined below); and

          B    = the Exercise Price (as adjusted on the Conversion Date).

     No  fractional  shares shall be issuable  upon  exercise of the  Conversion
Right,  and if the number of shares to be issued  determined in accordance  with
the foregoing formula is other than a whole number, the Company shall pay to the
Holder  an  amount  in cash  equal to the  fair  market  value of the  resulting
fractional  share on the  Conversion  Date (as  defined  below).  Shares  issued
pursuant  to the  Conversion  Right shall be treated as if they were issued upon
the exercise of the Warrant.

     (b) Method of Exercise. The Conversion Right may be exercised by the Holder
by the surrender of the Warrant at the principal  office of the Company together
with a written statement  specifying that the Holder thereby intends to exercise
the Conversion Right and indicating the total number of shares under the Warrant
that the Holder is exercising  through the  Conversion  Right.  Such  conversion
shall be effective upon receipt by the Company of the Warrant  together with the
aforesaid written statement,  or on such later date as is specified therein (the
"Conversion  Date").  Certificates  for the shares issuable upon exercise of the
Conversion  Right  shall be  delivered  to the  Holder  promptly  following  the
Conversion Date.

     (c)  Determination  of Fair Market  Value.  For purposes of this Section 5,
fair market value of a Warrant Share on the Conversion  Date shall be determined
as follows:

        (i) If this Warrant is to be  exercised  contingent  upon and  effective
immediately  prior to the initial public offering of the Company's  Common Stock
pursuant to an effective  registration  statement  under the  Securities  Act of
1933,  as amended (an  "Initial  Public  Offering"),  the fair market value of a
Warrant  Share  shall be deemed to be equal to the  product of (x) the number of
shares of Common Stock into which such Warrant Share is then convertible and (y)
the price to the public of the shares of Common Stock sold in the Initial Public
Offering as set forth on the front cover of the final prospectus relating to the
Initial Public Offering;

        (ii) If the  Common  Stock is traded on a stock  exchange  or the Nasdaq
Stock Market (or a similar national quotation system),  the fair market value of
a Warrant  Share  shall be deemed to be the  product  of (x) the  average of the
closing  selling  prices of the  Common  Stock on the stock  exchange  or system
determined  by the Board to be the primary  market for the Common Stock over the
ten (10) trading day period ending on the date prior to the Conversion  Date, as
such prices are officially  quoted in the composite tape of transactions on such
exchange or system and (y) the number of shares of Common  Stock into which such
Warrant Share is convertible at the date of calculation;

<PAGE>
        (iii) If the Common  Stock is traded  over-the-counter,  the fair market
value of a Warrant Share shall be deemed to be the product of (x) the average of
the  closing  bid prices  (or, if such  information  is  available,  the closing
selling  prices) of the Common Stock over the ten (10) trading day period ending
on the date prior to the  Conversion  Date,  as such prices are  reported by the
National  Association  of  Securities  Dealers  through its NASDAQ system or any
successor  system and (y) the  number of shares of Common  Stock into which such
Warrant Share is convertible at the date of calculation; and

        (iv) If there is no public  market for the Common  Stock,  then the fair
market value of a Warrant Share shall be determined by the Board of Directors of
the  Company in good  faith and,  upon  request of the  Holder,  the Board (or a
representative  thereof) shall, as promptly as reasonably practicable but in any
event not later than 15 days after such  request,  notify the Holder of the Fair
Market Value per share of Common Stock.

     6. Intentionally Omitted.

     7. Adjustments to Conversion Price. For the purposes of this Section 7, the
term  Exercise  Price shall mean the  Exercise  Price per share set forth on the
first  page of this  Warrant  as  adjusted  from  time to time  pursuant  to the
provisions  of this  Section 7. The  number  and kind of Warrant  Shares (or any
shares of stock or other  securities which may be) issuable upon the exercise of
this Warrant and the Exercise  Price  hereunder  shall be subject to  adjustment
from time to time upon the happening of certain events, as follows:

        (a) Splits and Subdivisions. In the event the Company should at any time
or from  time to time  fix a  record  date  for the  effectuation  of a split or
subdivision of the outstanding  shares of Common Stock or the  determination  of
the holders of Common Stock entitled to receive a dividend or other distribution
payable  in  additional  shares of Common  Stock or other  securities  or rights
convertible  into,  or  entitling  the holder  thereof to  receive  directly  or
indirectly,  additional shares of Common Stock  (hereinafter  referred to as the
"Common Stock Equivalents")  without payment of any consideration by such holder
for the additional shares of Common Stock or Common Stock Equivalents,  then, as
of such record date (or the date of such  distribution,  split or subdivision if
no record date is fixed),  the Exercise Price shall be  appropriately  decreased
and the number of Warrant Shares for which this Warrant is exercisable  shall be
appropriately increased in proportion to such increase of outstanding shares.

        (b)  Combination  of  Shares.  If the  number of shares of Common  Stock
outstanding  at any time after the date hereof is decreased by a combination  of
the   outstanding   shares  of  Common  Stock,   the  Exercise  Price  shall  be
appropriately  increased and the number of Warrant Shares for which this Warrant
is exercisable  shall be appropriately  decreased in proportion to such decrease
in outstanding shares.

        (c)  Reclassification or Reorganization.  If the Warrant Shares issuable
upon the  exercise of this  Warrant  shall be changed into the same or different
number  of  shares  of any  class  or  classes  of  stock,  whether  by  capital
reorganization,  reclassification or otherwise (other than a split,  subdivision
or stock dividend  provided for in Section 7(a) above or a combination of shares
provided for in Section 7(b) above, or a reorganization, merger or consolidation
provided for in Section 7(d) below, then and in each such event the Holder shall
be entitled to receive  upon the exercise of this Warrant the kind and amount of

<PAGE>
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reorganization,  reclassification  or other  change,  to  which a holder  of the
number of Warrant  Shares  issuable upon the exercise of this Warrant would have
received  if  this  Warrant  had  been  exercised   immediately  prior  to  such
reorganization,  reclassification  or  other  change,  all  subject  to  further
adjustment as provided herein.

        (d) Merger or  Consolidation.  If at any time or from time to time there
shall be a capital reclassification or reorganization of the Warrant Shares or a
Corporate Transaction (other than a subdivision,  combination,  reclassification
or exchange of shares  provided for elsewhere in this Section 7) of the Company,
then  as a part  of  such  reorganization  or  Corporate  Transaction,  adequate
provision  shall be made so that the Holder  shall  thereafter  be  entitled  to
receive  upon the  exercise  of this  Warrant,  the number of shares of stock or
other securities or property of the Company, resulting from such reorganization,
recapitalization  or  Corporate  Transaction  to which a holder of the number of
Warrant Shares issuable upon the exercise of this Warrant would have received if
this Warrant had been  exercised  immediately  prior to such  reorganization  or
Corporate  Transaction.  In any such case,  the  Company  will make  appropriate
provision  to insure  that the  provisions  of this  Section  7(d)  hereof  will
thereafter  be applicable as nearly as may be in relation to any shares of stock
or securities  thereafter  deliverable  upon the exercise of this  Warrant.  The
Company  shall not  effect any such  Corporate  Transaction  unless  prior to or
simultaneously with the consummation thereof the successor corporation (if other
than the Company)  resulting from such Corporate  Transaction or the corporation
purchasing or acquiring such assets or other  appropriate  corporation or entity
shall assume the obligation to deliver to the Holder, at the last address of the
Holder appearing on the books of the Company,  such shares of stock,  securities
or assets as, in  accordance  with the foregoing  provisions,  the Holder may be
entitled  to  purchase,  and the  other  obligations  under  this  Warrant.  The
provisions   of  this  Section  7(d)  shall   similarly   apply  to   successive
reorganizations, reclassifications, or Corporate Transactions.

        (e)  Computation  of  Adjusted  Exercise  Price.  Except as  hereinafter
provided,  in case the Company  shall at any time after the date hereof issue or
sell any shares of its Stock,  other than the issuances or sales  referred to in
Section 7(h) hereof,  for a consideration per share less than the Exercise Price
in effect  immediately  prior to the issuance or sale of such shares, or without
consideration,  then  forthwith  upon such issuance or sale,  the Exercise Price
shall (until another such issuance or sale) be reduced to the price  (calculated
to the nearest  full cent)  equal to the  quotient  derived by  dividing  (A) an
amount equal to the sum of (X) the product of (a) the  Exercise  Price in effect
immediately  prior to such issuance or sale,  multiplied by (b) the total number
of shares of Stock outstanding  immediately prior to such issuance or sale, plus
(Y) the aggregate of the amount of all  consideration,  if any,  received by the
Company upon such  issuance or sale,  by (B) the total number of shares of Stock
outstanding immediately after such issuance or sale; provided,  however, that in
no event shall the Exercise Price be adjusted pursuant to this computation to an
amount in  excess of the  Exercise  Price in  effect  immediately  prior to such
computation, except in the case of a combination of outstanding shares of Stock,
as provided by Section 7(b) hereof.

     For purposes of any  computation to be made in accordance with this Section
7(e), the following provisions shall be applicable:

<PAGE>
        (i)  In  case  of  the  issuance  or  sale  of  shares  of  Stock  for a
consideration  part or all of  which  shall  be  cash,  the  amount  of the cash
consideration,  shall be deemed to be the amount of cash received by the Company
for such  shares  (or,  if  shares  of Stock  are  offered  by the  Company  for
subscription,  the subscription price, or, if either of such securities shall be
sold to  underwriters  or dealers  for public  offering  without a  subscription
price, the public offering price,  before  deducting  therefrom any compensation
paid or  discount  allowed  in the sale,  underwriting  or  purchase  thereof by
underwriters  or  dealers  or  other  persons  or  entities  performing  similar
services), or any expenses incurred in connection therewith and less any amounts
payable  to  security  holders  or any  affiliate  thereof,  including,  without
limitation, any employment agreement,  royalty,  consulting agreement,  covenant
not to compete,  earnout or  contingent  payment  right or similar  arrangement,
agreement or understanding,  whether oral or written;  all such amounts shall be
valued at the  aggregate  amount  payable  thereunder  whether such payments are
absolute or contingent and irrespective of the period or uncertainty of payment,
the rate of interest, if any, or the contingent nature thereof;

        (ii) In case of the  issuance or sale  (otherwise  than as a dividend or
other  distribution  on any  stock of the  Company)  of  shares  of Stock  for a
consideration  part or all of which shall be other than cash,  the amount of the
consideration  therefor  other than cash shall be deemed to be the value of such
consideration  as  determined  in good  faith by the Board of  Directors  of the
Company;

        (iii) Shares of Stock issuable by way of dividend or other  distribution
on any  capital  stock  of the  Company  shall be  deemed  to have  been  issued
immediately  after the opening of business on the day  following the record date
for the determination of stockholders entitled to receive such dividend or other
distribution and shall be deemed to have been issued without consideration;

        (iv) The reclassification of securities of the Company other than shares
of Stock into  securities  including  shares of Stock shall be deemed to involve
the  issuance  of such  shares  of  Stock  for  consideration  other  than  cash
immediately  prior  to  the  close  of  business  on  the  date  fixed  for  the
determination of security holders entitled to receive such shares, and the value
of the  consideration  allocable to such shares of Stock shall be  determined as
provided in paragraph (ii) of this Section 7(e); and

        (v) The  number  of shares  of Stock at any one time  outstanding  shall
include  the  aggregate  number  of  shares  issued  or  issuable   (subject  to
readjustment  upon  the  actual  issuance  thereof)  upon the  exercise  of then
outstanding  options,   rights,   warrants,  and  convertible  and  exchangeable
securities.

     (f) Options, Rights, Warrants and Convertible and Exchangeable Securities.

        (i) Subject to Section  7(h)  hereof,  in case the Company  shall at any
time after the date hereof issue  options,  rights or warrants to subscribe  for
shares of Stock, or issue any securities  convertible  into or exchangeable  for
shares of Stock,  for a consideration  per share less than the Exercise Price in
effect  immediately prior to the issuance of such options,  rights,  warrants or
such  convertible or  exchangeable  securities,  or without  consideration,  the
Exercise  Price in effect  immediately  prior to the  issuance of such  options,

<PAGE>
rights, warrants or such convertible or exchangeable securities, as the case may
be, shall be reduced to a price determined by making a computation in accordance
with the provisions of Section 7(e) hereof, provided that:

        (ii) The aggregate  maximum  number of shares of Stock,  as the case may
be, issuable under such options, rights or warrants shall be deemed to be issued
and outstanding at the time such options,  rights or warrants were issued, for a
consideration equal to the minimum purchase price per share provided for in such
options,  rights or warrants  at the time of  issuance,  plus the  consideration
(determined in the same manner as consideration received on the issue or sale of
shares in accordance  with the terms of this Warrant),  if any,  received by the
Company for such options,  rights or warrants.  The aggregate  maximum number of
shares of Stock  issuable  upon  conversion  or exchange of any  convertible  or
exchangeable securities shall be deemed to be issued and outstanding at the time
of  issuance  of  such  securities,   and  for  a  consideration  equal  to  the
consideration  (determined in the same manner as  consideration  received on the
issue or sale of shares of Stock in  accordance  with the terms of this Warrant)
received by the Company for such securities, plus the minimum consideration,  if
any,  receivable by the Company upon the conversion or exchange thereof.  If (I)
any  change  shall  occur in the  price  per  share  provided  for in any of the
options,  rights or  warrants  referred to in this  subsection:  (II) any change
shall occur in the price per share at which the  securities  referred to in this
subsection  are  exchangeable;  (III) any of the  options,  rights,  warrants or
exchange  rights are  exercised  in an amount or at a price  different  from the
assumed  aggregate  maximum  number  of  shares or the  minimum  purchase  price
provided in this  subsection;  or (IV) any of the options,  rights,  warrants or
exchange rights referred to in this subsection  expire without being  exercised,
then (x) such options,  rights, warrants or exchange rights, as the case may be,
shall be deemed  to have  expired  or  terminated  on the date  when such  price
change,  exercise  or  expiration  became  effective  in  respect  to shares not
theretofore issued pursuant to the exercise or exchange thereof, (y) the Company
shall be deemed to have issued upon such date new options, rights or warrants or
exchangeable  securities  at the new price in  respect  of the  number of shares
issuable upon the exercise of such options, rights or warrants or the conversion
or exchange of such exchangeable securities,  and (z) the adjustment to Exercise
Price  provided in this  subsection  shall be  recalculated  as if the  original
issuance causing the prior adjustment to Exercise Price had not occurred.

     (g)  Adjustment in Number of Warrant  Shares.  Upon each  adjustment of the
Exercise  Price  pursuant  to the  provisions  of this  Section 7, the number of
Warrant  Shares  issuable upon the exercise of this Warrant shall be adjusted to
the nearest full amount by  multiplying a number equal to the Exercise  Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
issuable upon exercise of the Warrants  immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.

     (h) No Adjustment of Exercise Price in Certain Cases.  No adjustment of the
Exercise Price shall be made:

        (i) Upon  issuance  or sale of this  Warrant or Warrant  Shares,  or the
other warrants and warrant shares issued in connection  herewith pursuant to the
Subscription  Agreement,  or shares of Common Stock  issuable  upon  exercise of
other options,  warrants and convertible  securities  outstanding as of the date
hereof, including, without limitation, those that are being issued in connection
with the closing of the Private Offering.


<PAGE>
        (ii) Upon the  issuance or sale of any shares of capital  stock,  or the
grant of options exercisable therefor, issued or issuable after the date of this
Warrant,  to directors,  officers,  employees,  advisers and  consultants of the
Company or any  subsidiary  pursuant to any  incentive  or  non-qualified  stock
option plan or agreement,  stock purchase plan or agreement,  stock  restriction
agreement  or  restricted  stock plan,  employee  stock  ownership  plan (ESOP),
consulting  agreement,  stock appreciation right (SAR), stock depreciation right
(SDR),  bonus stock  arrangement,  or such other similar  compensatory  options,
issuances, arrangements,  agreements or plans approved by the Board of Directors
of the Company.

        (iii) Upon the  issuance of any shares of capital  stock or the grant of
warrants or options (or the  exercise  thereof) as  consideration  for  mergers,
acquisitions,  strategic alliances and other commercial transactions, other than
in connection with a financing transaction.

        (iv) If the  amount  of said  adjustment  shall  be less  than  one cent
($0.01) per security issuable upon exercise of this Warrant; provided,  however,
that in such case any  adjustment  that would  otherwise be required  then to be
made shall be carried forward and shall be made at the time of and together with
the next subsequent  adjustment  which,  together with any adjustment so carried
forward,  shall amount to at least one cent ($0.01) per security  issuable  upon
exercise of this Warrant.

     (i) Notice of Record Dates; Adjustments.  In the event of an Initial Public
Offering or a Corporate  Transaction,  the Company  shall  provide to the Holder
twenty (20) days  advance  written  notice of such  Initial  Public  Offering or
Corporate  Transaction.  The Company shall promptly notify the Holder in writing
of each  adjustment  or  readjustment  of the Exercise  Price  hereunder and the
number of Warrant Shares issuable upon the exercise of this Warrant. Such notice
shall state the  adjustment or  readjustment  and show in reasonable  detail the
facts on which that adjustment or readjustment is based.

     8. Registration  Rights. The Company hereby agrees that the Holder shall be
entitled,  with respect to all Warrant  Shares  issued upon the exercise of this
Warrant,  to the  registration  rights  set  forth  in the  Registration  Rights
Agreement,  dated as of March 14, 2007, by and among the Company, the Holder and
the investors in the Private  Offering,  as may be amended or supplemented  from
time to time, the terms of which are hereby incorporated by this reference, with
the same force and effect as if specifically set forth herein.

     9.  Replacement  of  Warrants.  On  receipt  by  the  Company  of  evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of  this  Warrant  and,  in the  case of any  such  loss,  theft  or
destruction of this Warrant,  on delivery of an indemnity  agreement  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of such Warrant,  the Company at its
expense will execute and deliver to the Holder,  in lieu thereof,  a new Warrant
of like tenor.

     10. No Rights or Liability as a Stockholder.  This Warrant does not entitle
the Holder hereof to any voting  rights or other rights as a stockholder  of the
Company.  No  provisions  hereof,  in the absence of  affirmative  action by the
Holder to purchase  Warrant Shares,  and no enumeration  herein of the rights or
privileges  of the Holder,  shall give rise to any  liability of the Holder as a
stockholder of the Company.

<PAGE>
     11. Miscellaneous.

(a) Transfer of Warrant; Permitted Designees. The Holder agrees not to make any
disposition of this Warrant, the Warrant Shares or any rights hereunder without
the prior written consent of the Company. Any such permitted transfer must be
made by the Holder in person or by duly authorized attorney, upon delivery of
this Warrant and the form of assignment attached hereto as Exhibit B to any such
permitted transferee. As a condition precedent to such transfer, the transferee
shall sign an investment letter in form and substance satisfactory to the
Company. Subject to the foregoing, the provisions of this Warrant shall inure to
the benefit of and be binding upon any successor to the Company and shall extend
to any holder hereof. Notwithstanding anything contained herein, the Company
shall, upon written instructions to be delivered to the Company within fifteen
(15) business days following the date hereof, transfer all or a portion of this
Warrant to officers, directors, employees and other registered agents or
associated persons of the Holder (collectively, "Permitted Designees") in
accordance with this Section 11; provided, however, the Company shall not be
required to issue such Warrants to any person who is not an "accredited
investor" within the meaning of Regulation D promulgated under the Securities
Act of 1933, as amended, and provided, further, such transfer must be in
compliance with applicable Federal and state securities laws. Each Permitted
Designee shall be required to execute fully and completely the Investor
Representation Letter in the form attached hereto as Exhibit C prior to the
issuance of the Warrant to such person.

     (b)

     (c) Titles and Subtitles. The titles and subtitles used in this Warrant are
for convenience  only and are not to be considered in construing or interpreting
this Warrant.

     (d)  Notices.  Any  notice  required  or  permitted  to be given to a party
pursuant  to the  provisions  of this  Warrant  shall be in writing and shall be
effective  and deemed  given to such party under this Warrant on the earliest of
the  following:  (a) the date of personal  delivery;  (b) two (2) business  days
after  transmission by facsimile,  addressed to the other party at its facsimile
number,  with  confirmation  of  transmission;  (c) four (4) business days after
deposit with a return receipt express courier for United States  deliveries;  or
(d) five (5) business days after deposit in the United States mail by registered
or certified mail (return receipt requested) for United States  deliveries.  All
notices not  delivered  personally  or by  facsimile  will be sent with  postage
and/or other charges prepaid and properly addressed to such party at the address
set forth on the signature  page hereto,  or at such other address as such party
may designate by ten (10) days advance written notice to the other party hereto.
Notices to the Company will be marked "Attention: Chief Financial Officer."

     (e)  Attorneys'  Fees.  If any action at law or in equity is  necessary  to
enforce or interpret the terms of this Warrant,  the  prevailing  party shall be
entitled to reasonable  attorneys' fees, costs and  disbursements in addition to
any other relief to which such party may be entitled.

     (f) Amendments and Waivers. Any term of this Warrant may be amended and the
observance of any term of this Warrant may be waived  (either  generally or in a
particular instance and either  retroactively or prospectively) with the written
consent of the Holder and the  Company.  Any  amendment  or waiver  effected  in

<PAGE>
accordance  with this  Section  10(e)  shall be binding  upon the Holder of this
Warrant (and of any  securities  into which this Warrant is  convertible),  each
future holder of all such securities, and the Company.

     (g) Severability.  If one or more provisions of this Warrant are held to be
unenforceable  under  applicable law, such provision shall be excluded from this
Warrant and the balance of the Warrant shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its terms.

     (h)  Governing  Law.  This Warrant  shall be governed by and  construed and
enforced in accordance  with the laws of the State of Illinois,  without  giving
effect to its conflicts of laws principles.

     (i)   Counterparts.   This  Warrant  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its duly authorized officer as of the date first written above.


                                         Z TRIM HOLDINGS INC.,
                                         an Illinois corporation


                                         By: /s/ Gregory J. Halpern
                                         --------------------------
                                         Name: Gregory J. Halpern
                                         Title: Chief Executive Officer

                                         Address: 1011 Campus Drive
                                                  Mundelein, IL 60060


<PAGE>
                                    EXHIBIT A

                              FORM OF SUBSCRIPTION

                   (To be signed only on exercise of Warrant)



To:      Z TRIM HOLDINGS INC.

     The  undersigned,  pursuant  to the  provisions  set forth in the  attached
Warrant,  hereby  irrevocably  elects to (a) purchase _____ shares of the Common
Stock  covered by such  Warrant  and  herewith  makes  payment  of $  _________,
representing  the full  purchase  price  for such  shares at the price per share
provided for in such Warrant,  or (b) exercise  such Warrant for _______  shares
purchasable  under the Warrant pursuant to the Net Issue Exercise  provisions of
Section 5 of such Warrant.

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


                      ____________________________________
                                     (Name)


                      ____________________________________
                      ____________________________________
                                    (Address)

     The undersigned represents that the aforesaid shares are being acquired for
the account of the  undersigned  for  investment  and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares,  all except as in
compliance with applicable securities laws.


                                        ________________________________________
                                        (Signature  must conform in all respects
                                        to name of the  Holder as  specified  on
                                        the face of the Warrant)

                                        ________________________________________
                                        (Print Name)

                                        ________________________________________
                                        ________________________________________
                                        (Address)


Dated:________________

<PAGE>
                                   EXHIBIT B

                               FORM OF ASSIGNMENT

                 (To assign the foregoing Warrant, execute this
                form and supply required information. Do not use
                         this form to purchase shares.)


          FOR VALUE  RECEIVED,  the foregoing  Warrant and all rights  evidenced
thereby are hereby assigned to:

Name: __________________________________________________________________________
                                 (Please Print)

Address: _______________________________________________________________________
                                 (Please Print)

Dated:  __________, 20__

Holder's
Signature: ________________________________________

Holder's
Address:   ________________________________________

NOTE: The signature to this Form of Assignment  must correspond with the name as
it appears on the face of the Warrant,  without alteration or enlargement or any
change  whatever.  Officers of  corporations  and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.