Exhibit 4.1

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION  WITH, THE SALE
OR DISTRIBUTION  THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


                            LEV PHARMACEUTICALS, INC.

                               WARRANT TO PURCHASE

                                   ___ SHARES

                                 OF COMMON STOCK

                             (SUBJECT TO ADJUSTMENT)

                            (Void after May 3, 2010)


No: PW:                                                              May 3, 2005


      This  certifies  that for  value,  ________  or  registered  assigns  (the
"Holder"),  is entitled,  subject to the terms set forth below, at any time from
and after May 3, 2005 (the  "Original  Issuance  Date")  and  before  5:00 p.m.,
Eastern  Time,  on May 2, 2010 (the  "Expiration  Date"),  to purchase  from Lev
Pharmaceuticals,  Inc., a Delaware  corporation  (the  "Company"),  ____________
(____) shares (subject to adjustment as described herein),  of common stock, par
value $0.01 per share,  of the Company  (the  "Common  Stock"),  upon  surrender
hereof,  at the principal office of the Company  referred to below,  with a duly
executed  subscription  form  in the  form  attached  hereto  as  Exhibit  A and
simultaneous  payment  therefor in lawful,  immediately  available  money of the
United States or otherwise as hereinafter provided, at an initial exercise price
per share of $1.35  (the  "Purchase  Price")  The  Purchase  Price is subject to
further adjustment as provided below, and the term "Common Stock" shall include,
unless  the  context  otherwise  requires,  the stock and other  securities  and
property at the time  receivable  upon the  exercise of this  Warrant.  The term
"Warrants,"  as used  herein,  shall mean this  Warrant  and any other  Warrants
delivered in substitution or exchange therefor as provided herein.

      This Warrant was issued in connection with the Company's private placement
(the  "Offering")  of up to  150  Units  for  an  aggregate  purchase  price  of
$7,500,000,  as described in the Company's Confidential  Information Memorandum,
dated April 1, 2005,  (the  "Memorandum").  Laidlaw & Company (UK) Ltd. acted as
placement agent for the Offering (the "Placement Agent").  In the Offering,  the
Company sold its securities to "accredited  investors"  pursuant to Subscription
Agreements (the "Subscription Agreements").
<PAGE>

      1.  Exercise.  This  Warrant may be  exercised at any time or from time to
time from and after the  Original  Issuance  Date and before 5:00 p.m.,  Eastern
Time, on the Expiration Date, on any business day, for the full number of shares
of Common Stock called for hereby, by surrendering it at the principal office of
the Company, at 122 East 42nd Street,  Suite 2606, New York, New York 10168 with
the subscription form duly executed, together with payment in an amount equal to
(a) the number of shares of Common Stock called for on the face of this Warrant,
as  adjusted  in  accordance  with  the  preceding  paragraph  of  this  Warrant
multiplied (b) by the then Purchase Price. Payment of the Purchase Price must be
made by payment in immediately  available  funds.  This Warrant may be exercised
for less than the full  number of shares of Common  Stock at the time called for
hereby,  except that the number of shares of Common  Stock  receivable  upon the
exercise of this  Warrant as a whole,  and the sum payable  upon the exercise of
this  Warrant  as a whole,  shall be  proportionately  reduced.  Upon a  partial
exercise of this Warrant in accordance with the terms hereof, this Warrant shall
be surrendered,  and a new Warrant of the same tenor and for the purchase of the
number of such shares not purchased  upon such  exercise  shall be issued by the
Company to Holder without any charge therefor. A Warrant shall be deemed to have
been  exercised  immediately  prior to the close of  business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Common  Stock  issuable  upon such  exercise  shall be treated for all
purposes  as the holder of such  shares of record as of the close of business on
such date.  Within five (5)  business  days after such date,  the Company  shall
issue and  deliver  to the  person or persons  entitled  to  receive  the same a
certificate  or  certificates  for the  number of full  shares  of Common  Stock
issuable  upon such  exercise,  together with cash, in lieu of any fraction of a
share,  equal to such  fraction  of the then  Fair  Market  Value on the date of
exercise of one full share of Common Stock.

      "Fair  Market  Value"  shall  mean,  as of any date:  (i) if shares of the
Common Stock are listed on a national  securities  exchange,  the average of the
closing  prices as  reported  for  composite  transactions  during  the five (5)
consecutive  trading days  preceding the trading day  immediately  prior to such
date or, if no sale occurred on a trading day, then the mean between the closing
bid and asked prices on such exchange on such trading day; (ii) if shares of the
Common  Stock are not so listed  but are traded on the  Nasdaq  SmallCap  Market
("NSCM"),  the average of the closing  prices as reported on the NSCM during the
five (5) consecutive trading days preceding the trading day immediately prior to
such date or, if no sale  occurred on a trading  day,  then the mean between the
highest bid and lowest  asked prices as of the close of business on such trading
day, as reported  on the NSCM;  or if  applicable,  the Nasdaq  National  Market
("NNM"),  or if not then included for quotation on the NNM or NSCM,  the average
of the highest  reported bid and lowest reported asked prices as reported by the
OTC Bulletin  Board or the National  Quotations  Bureau,  as the case may be; or
(iii) if the shares of the Common Stock are not then publicly  traded,  the fair
market  price of the  Common  Stock as  determined  in good  faith by at least a
majority of the Board of Directors of the Company.

      2. Shares Fully Paid;  Payment of Taxes. All shares of Common Stock issued
upon  the  exercise  of a  Warrant  shall  be  validly  issued,  fully  paid and
non-assessable,  and the  Company  shall pay all  taxes  and other  governmental
charges  (other than income  taxes to the holder) that may be imposed in respect
of the issue or delivery thereof.


                                      -2-
<PAGE>

      3.  Transfer  and  Exchange.  This  Warrant and all rights  hereunder  are
transferable,  in whole or in part, on the books of the Company  maintained  for
such purpose at its principal office referred to above by Holder in person or by
duly  authorized  attorney,  upon  surrender  of this  Warrant  together  with a
completed  and  executed  assignment  form in the form  attached  as  Exhibit B,
payment of any necessary transfer tax or other governmental  charge imposed upon
such  transfer and an opinion of counsel  reasonably  acceptable  to the Company
stating that such transfer is exempt from the  registration  requirements of the
Securities Act of 1933, as amended (the "1933 Act").  Upon any partial transfer,
the Company  will issue and  deliver to Holder a new  Warrant or  Warrants  with
respect to the shares of Common Stock not so transferred.  Each taker and holder
of this  Warrant,  by taking or holding the same,  consents and agrees that this
Warrant  when  endorsed in blank shall be deemed  negotiable  and that when this
Warrant  shall have been so  endorsed,  the holder  hereof may be treated by the
Company and all other  persons  dealing with this Warrant as the absolute  owner
hereof  for any  purpose  and as the  person  entitled  to  exercise  the rights
represented  hereby, or to the transfer hereof on the books of the Company,  any
notice to the contrary  notwithstanding;  but until such transfer on such books,
the  Company  may  treat  the  registered  Holder  hereof  as the  owner for all
purposes.

                  This Warrant is  exchangeable  at such office for Warrants for
the same  aggregate  number  of  shares of Common  Stock,  each new  Warrant  to
represent  the right to  purchase  such  number of  shares as the  Holder  shall
designate at the time of such exchange.

      4. Anti-Dilution Provisions.

         A.   Adjustment   for   Dividends   in   Other   Stock   and   Property
Reclassifications.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  shareholders,  shall have
become entitled to receive, without payment therefor,

             (1)  other or  additional  stock or other  securities  or  property
(other than cash) by way of dividend,

             (2) any cash or other  property  paid or payable  out of any source
other than retained earnings  (determined in accordance with generally  accepted
accounting principles), or

             (3)  other or  additional  stock or other  securities  or  property
(including cash) by way of stock-split, spin-off, reclassification,  combination
of shares or similar corporate  rearrangement  (other than (x) additional shares
of Common  Stock or any other stock or  securities  into which such Common Stock
shall have been changed,  (y) any other stock or securities  convertible into or
exchangeable  for such Common Stock or such other stock or securities or (z) any
stock purchase rights, issued as a stock dividend or stock-split, adjustments in
respect of which  shall be covered by the terms of Section  4.B,  Section 4.C or
Section 4.D,  then and in each such case,  Holder,  upon the exercise  hereof as
provided  in  Section 1, shall be  entitled  to receive  the amount of stock and
other  securities  and  property  (including  cash in the cases  referred  to in
clauses  (2) and (3)  above)  which such  Holder  would hold on the date of such
exercise if on the Original  Issuance  Date Holder had been the holder of record
of the number of shares of Common Stock called for on the face of this  Warrant,
as adjusted in  accordance  with the first  paragraph of this  Warrant,  and had
thereafter,  during the period from the Original  Issuance Date to and including
the date of such  exercise,  retained such shares and/or all other or additional
stock and other securities and property (including cash in the cases referred to
in clause (2) and (3) above)  receivable by it as aforesaid  during such period,
giving  effect to all  adjustments  called for during such period by Section 4.A
and Section 4.B.
<PAGE>

      B. Adjustment for Reorganization, Consolidation and Merger. In case of any
reorganization  of the  Company  (or any  other  corporation  the stock or other
securities of which are at the time  receivable on the exercise of this Warrant)
after the Original  Issuance Date, or in case,  after such date, the Company (or
any  such  other  corporation)  shall  consolidate  with or merge  into  another
corporation or entity or convey all or  substantially  all its assets to another
corporation  or entity,  then and in each such case  Holder,  upon the  exercise
hereof as  provided  in  Section 1 at any time  after the  consummation  of such
reorganization,  consolidation,  merger  or  conveyance,  shall be  entitled  to
receive,  in lieu of the stock or other securities and property  receivable upon
the  exercise of this  Warrant  prior to such  consummation,  the stock or other
securities  or property to which such Holder would have been  entitled upon such
consummation if Holder had exercised this Warrant immediately prior thereto, all
subject to further  adjustment as provided in Sections 4.A, Section 4.B, Section
4.C,  Section 4.D and Section 4.E; in each such case,  the terms of this Warrant
shall be  applicable  to the  shares of stock or other  securities  or  property
receivable upon the exercise of this Warrant after such consummation.

      C. Adjustment for Certain Dividends and  Distributions.  If the Company at
any  time  or  from  time  to  time  makes,  or  fixes  a  record  date  for the
determination  of holders of Common  Stock  entitled to  receive,  a dividend or
other  distribution  payable in additional  shares of Common Stock,  then and in
each such event:

             (1) the Purchase  Price then in effect shall be decreased as of the
time of such  issuance  or, in the event such  record  date is fixed,  as of the
close of business on such record date, by multiplying the Purchase Price then in
effect by a fraction (A) the numerator of which is the total number of shares of
Common  Stock  issued  and  outstanding  immediately  prior  to the time of such
issuance or the close of business on such record date,  and (B) the  denominator
of which  shall be the  total  number  of shares  of  Common  Stock  issued  and
outstanding  immediately  prior to the  time of such  issuance  or the  close of
business  on such  record  date as the case may be, plus the number of shares of
Common Stock  issuable in payment of such  dividend or  distribution;  provided,
however,  that if such record date is fixed and such  dividend is not fully paid
or if such  distribution  is not  fully  made on the date  fixed  therefor,  the
Purchase  Price shall be recomputed  accordingly  as of the close of business on
such record date, and  thereafter the Purchase Price shall be adjusted  pursuant
to this  Section  4.C as of the time of  actual  payment  of such  dividends  or
distributions; and

             (2) the  number of shares of Common  Stock  theretofore  receivable
upon the exercise of this  Warrant  shall be  increased,  as of the time of such
issuance or, in the event such record date is fixed, as of the close of business
on such record  date,  in inverse  proportion  to the  decrease in the  Purchase
Price.

      D. Stock Split and Reverse Stock Split. If the Company at any time or from
time to time  effects a stock split or  subdivision  of the  outstanding  Common
Stock, the Purchase Price then in effect  immediately before that stock split or
subdivision  shall be  proportionately  decreased  and the  number  of shares of
Common Stock  theretofore  receivable upon the exercise of this Warrant shall be
proportionately  increased.  If the  Company  at any  time or from  time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller number of shares,  the Purchase Price then in effect  immediately
before  that  reverse  stock  split  or  combination  shall  be  proportionately
increased and the number of shares of Common Stock  theretofore  receivable upon
the exercise of this Warrant shall be proportionately decreased. Each adjustment
under this  Section 4.D shall  become  effective at the close of business on the
date the stock split,  subdivision,  reverse stock split or combination  becomes
effective.

      E.  Certificate as to Adjustments.  Upon the occurrence of each adjustment
or readjustment of the Conversion  Price pursuant to this Section 4, the Company
at its expense  shall  promptly  compute  such  adjustment  or  readjustment  in
accordance  with the terms  hereof  and  furnish  to each  holder of a Warrant a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based.  The  Company
shall, upon the written request at any time of any holder of a Warrant,  furnish
or cause to be furnished  to such holder a like  certificate  setting  forth (i)
such adjustments and  readjustments,  (ii) Purchase Price at the time in effect,
and (iii) the number of shares of Common Stock and the amount,  if any, of other
property which at the time would be received upon the exercise of the Warrant.

      5. Notices of Record Date. In case:

         A.  the Company  shall take a record of the holders of its Common Stock
(or other stock or  securities at the time  receivable  upon the exercise of the
Warrants)  for the purpose of  entitling  them to receive any  dividend or other
distribution,  or any right to subscribe  for or purchase any shares of stock of
any class or any other securities, or to receive any other right, or

         B.  of any capital  reorganization of the Company, any reclassification
of the capital stock of the Company,  any consolidation or merger of the Company
with or into another corporation,  or any conveyance of all or substantially all
of the assets of the Company to another corporation, or

         C.  of any  voluntary  dissolution, liquidation  or  winding-up  of the
Company,  then,  and in each such  case,  the  Company  will mail or cause to be
mailed to each holder of a Warrant at the time outstanding a notice  specifying,
as the case  may be,  (a) the  date on  which a  record  is to be taken  for the
purpose of such  dividend,  distribution  or right,  and  stating the amount and
character of such dividend, distribution or right, or (b) the date on which such
reorganization,    reclassification,    consolidation,    merger,    conveyance,
dissolution,  liquidation or winding-up is expected to take place, and the time,
if any is to be fixed,  as of which the  holders  of record of Common  Stock (or
such  stock or  securities  at the time  receivable  upon  the  exercise  of the
Warrants)  shall be entitled to exchange  their  shares of Common Stock (or such
other stock or securities)  for securities or other  property  deliverable  upon
such  reorganization,   reclassification,   consolidation,  merger,  conveyance,
dissolution, liquidation or winding-up, such notice shall be mailed at least ten
(10) days prior to the date therein specified.

                                      -5-
<PAGE>

      6.  Loss  or   Mutilation.   Upon  receipt  by  the  Company  of  evidence
satisfactory  to it (in the exercise of reasonable  discretion) of the ownership
of and the loss,  theft,  destruction  or  mutilation of any Warrant and (in the
case of loss,  theft or  destruction)  of indemnity  satisfactory  to it (in the
exercise  of  reasonable  discretion),  and (in the  case  of  mutilation)  upon
surrender and cancellation thereof, the Company will execute and deliver in lieu
thereof a new Warrant of like tenor.

      7. Reservation of Common Stock. The Company shall at all times reserve and
keep  available  for issue upon the  exercise  of  Warrants  such  number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding  Warrants.  All of the shares of Commons
Stock issuable upon the exercise of the rights represented by this Warrant will,
upon  issuance and receipt of the  Purchase  Price  therefor,  be fully paid and
nonassessable,  and free from all preemptive rights,  rights of first refusal or
first offer,  taxes,  liens and charges of whatever nature,  with respect to the
issuance thereof.

      8. Registration  Rights Agreement.  The Holder of this Warrant is entitled
to have the shares of Common  Stock  purchased  in the  Offering and the Warrant
Shares  issuable upon exercise of this Warrant  registered  for resale under the
1933 Act,  pursuant to and in accordance with the Registration  Rights Agreement
dated as of the date hereof by and between the Holder and the Company.

      9. Notices.  All notices and other  communications from the Company to the
Holder of this Warrant  shall be mailed by first class,  registered or certified
mail, postage prepaid, to the address furnished to the Company in writing by the
Holder.

      10.  Change;  Modifications;  Waiver.  No  terms  of this  Warrant  may be
amended, waived or modified except by the express written consent of the Company
and the holders of not less than 50.1% of the then outstanding Warrants.

      11. Headings. The headings in this Warrant are for purposes of convenience
in reference only, and shall not be deemed to constitute a part hereof.

      12.  Governing Law, Etc. This Agreement shall be governed by and construed
in accordance  with the internal laws of the State of New York without regard to
the conflicts of laws principles thereof.  The parties hereto hereby irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to
or under this  Agreement,  shall be brought  solely in a federal or state  court
located in the City, County and State of New York. By its execution hereof,  the
parties hereby covenant and irrevocably  submit to the in personam  jurisdiction
of the federal  and state  courts  located in the City,  County and State of New
York and agree  that any  process in any such  action may be served  upon any of
them  personally,  or by certified  mail or  registered  mail upon them or their
agent,  return  receipt  requested,  with the same full  force and  effect as if
personally served upon them in New York City. The parties hereto waive any claim
that  any such  jurisdiction  is not a  convenient  forum  for any such  suit or
proceeding  and any defense or lack of in  personam  jurisdiction  with  respect
thereto.  In the event of any such action or  proceeding,  the party  prevailing
therein  shall be entitled to payment  from the other party hereto of all of its
reasonable legal fees and expenses.


                                      -6-
<PAGE>

      13. Redemption of Warrants.

          A. On not less  than  thirty (30)  days,  prior  written  notice  (the
"Redemption  Notice") to all Holders of Warrants,  the Warrants may be redeemed,
in whole,  but not in part, at the option of the Company,  at a redemption price
of $0.01 per Warrant (the "Redemption Price"),  provided that: (i) the VWACP (as
defined below) of the Common Stock for each of the prior twenty (20) consecutive
Trading Days (as defined  below) ending on the 2nd Trading Day prior to the date
of the  Redemption  Notice (the  "Period")  is not less than two  hundred  fifty
(250%) percent of the Exercise Price;  (ii) the average daily trading volume for
the Common Stock on the principal Trading Market (defined hereafter) is not less
than 200,000 shares per day for the Period;  and (iii) a registration  statement
covering  the  resale of Warrant  Shares  filed  under the 1933 Act is  declared
effective by the Commission and remains  effective on and through the date fixed
for redemption of the Warrants (the "Redemption Date").

          B. For purposes of this Warrant (i) "VWACP" means the volume  weighted
average of the Closing  Price  (defined  hereafter)  of the Common Stock for the
applicable  Period,  determined  as follows (an example of this  computation  is
annexed hereto as Exhibit C):

             (1) The  percentage  of the total  trading  volume  for the  entire
Period is calculated  for each Trading Day,  during the period,  by dividing the
number of shares traded on each such Trading Day by the total trading volume for
the entire Period (the "Trading Day Volume Percentage");

             (2) Next the Trading Day Volume  Percentage for each Trading Day is
multiplied by the  applicable  Closing Price for each such Trading Day resulting
in the Trading Day weighted Closing Price (the "TDWCP");

             (3) The VWACP is then  computed by  obtaining  the sum of the TDWCP
for all of the Trading Days during the Period.  If the  resulting  VWACP for the
applicable  Period is equal to or greater than 250% of the  Exercise  Price then
the first condition for redemption of the Warrants has been satisfied.

         C. "Closing Price" means,  as of any Trading Day: (i) if the shares of
Common Stock are listed on a national securities exchange,  the closing price as
reported for or, if no sale occurred on a Trading Day, then the mean between the
closing bid and asked prices on such  exchange on such trading day;  (ii) if the
shares of Common  Stock are not so listed but are traded on the NSCM the closing
price as reported on the NSCM or, if no sale occurred on a Trading Day, then the
mean between the highest bid and lowest asked prices as of the close of business
on such Trading Day, as reported on the NSCM; or if  applicable,  the NNM, or if
not then included for  quotation on the NNM or NSCM,  the average of the highest
reported  bid and lowest  reported  asked prices as reported by the OTC Bulletin
Board or the National Quotations Bureau, as the case may be; (iii) if the Common
Stock is not then  listed or quoted  on the OTCBB and if prices  for the  Common
Stock are then  reported in the "Pink  Sheets"  published by the Pink Sheets LLC
(or a similar  organization  or agency  succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported; or
(iv) in all other cases,  the fair market value of a share of Common  Stock,  as
determined by an independent  appraiser  selected in good faith by the investors
and reasonably acceptable to the Company.

                                      -7-
<PAGE>

         D. "Trading Day" means (a) a day on which the Common Stock is traded on
any  Trading  Market,  or (b) if the  Common  Stock is not  quoted  on a Trading
Market, a day on which the Common Stock is quoted in the over-the-counter market
as  reported  by the  National  Quotation  Bureau  Incorporated  (or any similar
organization  or  agency  succeeding  to  its  functions  of  reporting  price);
provided, that in the event that the Common Stock is not listed or quoted as set
forth in (a), and (b) hereof, then Trading Day shall mean a Business Day.

         E. "Trading  Market" means the following  markets or exchanges on which
the Common Stock is listed or quoted for trading on the Trading Day in question:
the OTC  Bulletin  Board,  the  American  Stock  Exchange,  the New  York  Stock
Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market.

         F. The Redemption  Notice shall specify (i) the Redemption  Price, (ii)
the  Redemption  Date,  (iii) the place where the Warrant  certificate  shall be
delivered  and the  redemption  price paid,  and (iv) that the right to exercise
this Warrant  shall  terminate at 5:00 p.m.  (New York time) on the business day
immediately preceding the Redemption Date.

         G. Any right to exercise this Warrant shall terminate at 5:00 p.m. (New
York time) on the business day immediately preceding the Redemption Date. On and
after the  Redemption  Date,  the holder of this  Warrant  shall have no further
rights except to receive, upon surrender of this Warrant, the Redemption Price.

         H. From and after the Redemption  Date, the Company shall, at the place
specified in the  Redemption  Notice,  upon  presentation  and  surrender to the
Company  by  or on  behalf  of  the  holder  thereof  the  warrant  certificates
evidencing this Warrant being redeemed,  deliver, or cause to be delivered to or
upon the written  order of such  holder,  a sum in cash equal to the  Redemption
Price of this Warrant.  From and after the Redemption  Date,  this Warrant shall
expire  and  become  void  and  all  rights  hereunder  and  under  the  warrant
certificates, except the right to receive payment of the Redemption Price, shall
cease.

     14. Counterparts. This Agreement may be signed in counterparts.

           - the remainder of this page was intentionally left blank -
<PAGE>

Dated: May 3, 2005

                                            LEV PHARMACEUTICALS, INC.


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                      -9-
<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 (To be executed only upon exercise of Warrant)

         The undersigned  registered owner of this Warrant irrevocably exercises
this  Warrant and  purchases  _______ of the number of shares of Common Stock of
Lev  Pharmaceuticals,  Inc.,  purchasable with this Warrant,  and herewith makes
payment therefor (either in cash or pursuant to the cashless exercise provisions
set forth in  Section 1 of the  Warrant),  all at the price and on the terms and
conditions specified in this Warrant.


Dated:
      ------------------------------


                                              ----------------------------------
                                              (Signature of Registered Owner)


                                              ----------------------------------
                                              (Street Address)


                                              ----------------------------------
                                              (City / State / Zip Code)
<PAGE>

                                    EXHIBIT B

                               FORM OF ASSIGNMENT


         FOR VALUE  RECEIVED the  undersigned  registered  owner of this Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the undersigned  under the within Warrant,  with respect to the number
of shares of Common Stock set forth below:

         Name of Assignee              Address               Number of Shares
         ----------------              -------               ----------------


and does hereby  irrevocably  constitute and appoint  __________________________
Attorney  to make  such  transfer  on the  books of Lev  Pharmaceuticals,  Inc.,
maintained for the purpose, with full power of substitution in the premises.

Dated:
      --------------------------------------


                                        ----------------------------------------
                                        (Signature)

                                        ----------------------------------------
                                        (Witness)


         The   undersigned   Assignee  of  the  Warrant   hereby  makes  to  Lev
Pharmaceuticals,  Inc., as of the date hereof, with respect to the Assignee, all
of the  representations  and warranties made by the Holder,  and the undersigned
Assignee  agrees to be bound by all the terms and  conditions of the Warrant and
the Lev Pharmaceuticals,  Inc. Registration Rights Agreement,  dated as of April
__, 2005, by and between Lev Pharmaceuticals, Inc. and the Holder.


Dated:
      -----------------------------



                                        ----------------------------------------
                                        (Signature)
<PAGE>

                                    EXHIBIT C

                          EXAMPLE COMPUTATION OF VWACP


The following is an example of the calculation of VWACP over a four-day  trading
period.  This is for purpose of example only.  The actual  calculation  of VWACP
under the Warrant will cover a twenty-day trading period:

Day         Volume            % of Trade Vol   Close   %-Weighted Close
---         ------            --------------   -----   ----------------
1           100,000 shares    05.88             4.00        0.235
2           600,000 shares    35.29             3.50        1.235
3           450,000 shares    26.47             4.50        1.191
4           550,000 shares    32.35             5.00        1.618

Total Vol  1,700,000 shares                           VWACP = 4.279


         The % of Trade Vol for each  Trading Day is  computed  by dividing  the
Volume for that Trading Day by 1,700,000.

         The  %-Weighted  Close for each Trading Day is computed by  multiplying
the Close for that Trading Day by % of Trade Vol for that Trading Day.

         The VWACP is then the sum of the % Weighted Close for all Trading Days.




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