<PAGE>
 
                                                                    EXHIBIT 99.2
                                                                    ------------

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON UNLESS (1) EITHER (A) A REGISTRATION
STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS.

                                                     For the Purchase of
                                                     ___________shares of
No. W-____                                           Common Stock

                          WARRANT FOR THE PURCHASE OF
                            SHARES OF COMMON STOCK
                                      OF
                        CARDIOTECH INTERNATIONAL, INC.
                         (A Massachusetts Corporation)

      VOID AFTER 5:00 P.M., EASTERN STANDARD TIME, ON DECEMBER 15, 2003.
                                        
     CardioTech International, Inc., a Massachusetts corporation (the "Company")
hereby certifies that ___________________, or his, her or its registered assigns
(the "Registered Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company, at any time or from time to time on or before the
earlier of December 15, 2003, at not later than 5:00 p.m. (Eastern Standard
Time), and the termination of this Warrant as provided in Section 9 below,
__________  shares of Common Stock, $.01 par value, of the Company ("Common
Stock"), at a purchase price of $1.50 per share.  The number of shares
purchasable upon exercise of this Warrant, and the purchase price per share,
each as adjusted from time to time pursuant to the provisions of this Warrant,
are hereinafter referred to as the "Warrant Stock" and the "Purchase Price,"
respectively.

     1.   Exercise.
          -------- 

          (a)  This Warrant may be exercised by the Registered Holder, in whole
or in part, by surrendering this Warrant, with the form of election to purchase
appended hereto as Exhibit I duly completed and executed by such Registered
                   ---------                                               
Holder, at the principal office of the Company, or at such other office or
agency as the Company may designate, accompanied by payment in full of the
Purchase Price payable in respect of the number of shares of Warrant Stock
purchased upon such exercise in lawful money of the United States of America.
Any exercise of this Warrant may be made subject to the satisfaction of one or
more conditions (including, without limitation, the consummation of a sale of
the capital stock of the Company or a merger or other business combination
involving the Company) which are set forth in a writing which is made a part of
or is appended to the aforementioned form of election to purchase notice (as the
case may be) by the Registered Holder.
<PAGE>
 
          (b)  Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in subsection
1(a) above. At such time, the person or persons in whose name or names any
certificates for Warrant Stock shall be issuable upon such exercise as provided
in subsection 1(c) below shall be deemed to have become the holder or holders of
record of the Warrant Stock represented by such certificates.

          (c)  As soon as practicable after the exercise of this Warrant in full
or in part, and in any event within 10 days thereafter, the Company at its
expense will cause to be issued in the name of, and delivered to, the Registered
Holder, or, subject to the terms and conditions hereof, as such Holder (upon
payment by such Holder of any applicable transfer taxes) may direct:

               (i)    a certificate or certificates for the number of full
shares of Warrant Stock to which such Registered Holder shall be entitled upon
such exercise plus, in lieu of any fractional share to which such Registered
Holder would otherwise be entitled, cash in an amount determined pursuant to
Section 3 hereof, and

               (ii)   in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate on the
face or faces thereof for the number of shares of Warrant Stock equal (without
giving effect to any adjustment therein) to the number of such shares called for
on the face of this Warrant minus the number of such shares purchased by the
Registered Holder upon such exercise as provided in subsection 1(a) above.

     2.   Adjustments.
          ----------- 

          (a)  If outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a dividend in Common Stock shall
be paid in respect of Common Stock, the Purchase Price in effect immediately
prior to such subdivision or at the record date of such dividend shall
simultaneously with the effectiveness of such subdivision or immediately after
the record date of such dividend be proportionately reduced. If outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
Purchase Price in effect immediately prior to such combination shall,
simultaneously with the effectiveness of such combination, be proportionately
increased. When any adjustment is required to be made in the Purchase Price, the
number of shares of Warrant Stock purchasable upon the exercise of this Warrant
shall be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior to
such adjustment, multiplied by the Purchase Price in effect immediately prior to
such adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.

          (b)  If there shall occur any capital reorganization or
reclassification of the Company's Common Stock (other than a change in par value
or a subdivision or combination as provided for in subsection 2(a) above), then,
as part of any such reorganization or 

                                      -2-
<PAGE>
 
reclassification, lawful provision shall be made so that the Registered Holder
of this Warrant shall have the right thereafter to receive upon the exercise
hereof the kind and amount of shares of stock or other securities or property
which such Registered Holder would have been entitled to receive if, immediately
prior to any such reorganization or reclassification, such Registered Holder had
held the number of shares of Common stock which were then purchasable upon the
exercise of this Warrant. In any such case, appropriate adjustment (as
reasonably determined by the Board of Directors of the Company) shall be made in
the application of the provisions set forth herein with respect to the rights
and interests thereafter of the Registered Holder of this Warrant such that the
provisions set forth in this Section 2 (including provisions with respect to
adjustment of the Purchase Price) and in Section 9 hereof shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property thereafter deliverable upon the exercise
of this Warrant.

          (c)  When any adjustment is required to be made in the Purchase Price,
the Company shall promptly mail to the Registered Holder a certificate setting
forth the Purchase Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment. Such certificate shall also
set forth the kind and amount of stock or other securities or property into
which this Warrant shall be exercisable following the occurrence of any of the
events specified in subsection 2(a) or (b) above.

     3.   Fractional Shares.  The Company shall not be required upon the 
          -----------------
exercise of this Warrant to issue any fractional shares, but shall make an
adjustment therefor in cash on the basis of the Current Market Price of the
Common Stock at the time of exercise.

     4.   Limitation on Sales, etc.  The Registered Holder shall be bound by the
          -------------------------                                             
provisions of the following legend or a legend in substantially similar form
which shall be endorsed upon the certificate(s) evidencing the Warrant Stock
issued pursuant to such exercise:

          THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.  THESE
          SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON
          UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH
          SECURITIES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, OR (B)
          THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO
          IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS THEN
          AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL
          APPLICABLE STATE SECURITIES LAWS.

     5.   Liquidating Dividends.  If the Company pays a dividend or makes a
          --------------------- 
distribution on the Common Stock payable otherwise than in cash out of earnings
or earned surplus (determined in accordance with generally accepted accounting
principles) except for a stock dividend payable in shares of Common Stock (a
"Liquidating Dividend"), then the Company will pay or distribute to the
Registered Holder of this Warrant, upon the exercise hereof, in addition to the
Warrant Stock purchased upon such exercise, the Liquidating Dividend which would
have 

                                      -3-
<PAGE>
 
been paid to such Registered Holder if it had been the owner of record of such
shares of Warrant Stock immediately prior to the date on which a record is taken
for such Liquidating Dividend or, if no record is taken, the date as of which
the record holders of Common Stock entitled to such dividends or distribution
are to be determined.

     6.   Notices of Record Date, etc.  In case:
          ---------------------------           

          (a)  the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution, or to receive 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 (other than a
consolidation or merger in which the Company is the surviving entity), or any
transfer of all or substantially all of the assets of the Company, or

          (c)  of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the Company will mail or
cause to be mailed to the Registered Holder of this Warrant a notice specifying,
as the case may be, (i) 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 (ii) the effective date on
which such reorganization, reclassification, consolidation, merger, transfer,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or such other
stock or securities at the time deliverable upon the exercise of this Warrant)
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, transfer, dissolution,
liquidation or winding-up. Such notice shall be mailed at least ten (10) days
prior to the record date or effective date for the event specified in such
notice.

     7.   Reservation of Stock.  The Company will at all times reserve and keep
          --------------------                                                 
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Warrant Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant.

     8.   Replacement of Warrants.  Upon receipt of evidence reasonably 
          -----------------------        
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

                                      -4-
<PAGE>
 
     9.   Termination In Certain Events
          -----------------------------

     In the event of a sale of substantially all the assets of the Company or a
merger or consolidation of the Company with or into any other entity (other than
a merger the sole purpose of which is to change the state of incorporation of
the Company) or a dissolution or the adoption of a plan of liquidation of the
Company, this Warrant shall terminate on the effective date of such sale,
merger, consolidation, dissolution or adoption (the "Effective Date") and become
null and void, provided, however, that if this Warrant shall not have otherwise
               --------  -------                                               
terminated or expired, the Registered Holder hereof shall have the right until
5:00 p.m, Boston, Massachusetts time, on the day immediately prior to the
Effective Date to exercise its rights hereunder to the extent not previously
exercised.

     If during any period the Current Market Price Per Share of the Common Stock
is equal to or greater than $3.50, then within 10 business days thereafter, the
Company may give written notice to the Registered Holder hereof that this
Warrant will terminate if it is not exercised within 20 business days after the
notice is sent.

     10.  Transfers, etc.
          -------------- 

          (a)  The Company will maintain a register containing the names and
addresses of the Registered Holders of this Warrant. Any Registered Holder may
change its, his or her address as shown on the warrant register by written
notice to the Company requesting such change.

          (b)  Until any transfer of this Warrant is made in the warrant
register, the Company may treat the Registered Holder of this Warrant as the
absolute owner hereof for all purposes; provided, however, that if and when this
Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.

     11.  Mailing of Notices, etc.  All notices and other communications from
          -----------------------                                            
the Company to the Registered Holder of this Warrant shall be mailed by first-
class certified or registered mail, postage prepaid, to the address furnished to
the Company in writing by the last Registered Holder of this Warrant who shall
have furnished an address to the Company in writing.  All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its offices at 78E Olympia Avenue,
Woburn, Massachusetts 01801, Attn: John E Mattern, Chief Financial  Officer, or
such other address as the Company shall so notify the Registered Holder.

     12.  No Rights as Stockholder.  Until the exercise of this Warrant, the
          ------------------------                                          
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

                                      -5-
<PAGE>
 
     13.  Change or Waiver.  Any term of this Warrant may be changed or waived 
          ----------------                             
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.

     14.  Headings.  The headings in this Warrant are for purposes of reference
          --------                                                             
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

     15.  Governing Law.  This Warrant will be governed by and construed in
          -------------                                                    
accordance with the laws of the Commonwealth of Massachusetts.



                                        CARDIOTECH INTERNATIONAL, INC.


                                        By
                                          ----------------------------
                                        Its

                                      -6-
<PAGE>
 
                                   EXHIBIT I

                         FORM OF ELECTION TO PURCHASE

                   (To be executed upon exercise of Warrant)

To:  CardioTech International, Inc.
     78 East Olympia Avenue
     Woburn, MA 01801                        Dated:
                                                    --------------------------

     The undersigned pursuant to the provisions set forth in the attached
Warrant (No. ___), hereby irrevocably elects to purchase ____ shares of the
Common Stock (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.

     The undersigned is aware that the issuance of the Common Stock has not been
registered under the Securities Act of 1933, as amended (the "1933 Act") or any
state securities laws. The undersigned understands that the reliance by the
Company on exemptions under the 1933 Act is predicated in part upon the truth
and accuracy of the statements of the undersigned in this Purchase Form.

     The undersigned represents and warrants that (1) it has been furnished with
all information which it deems necessary to evaluate the merits and risks of the
purchase of the Common Stock; (2) it has had the opportunity to ask questions
concerning the Common Stock and the Company and all questions posed have been
answered to its satisfaction; (3) it has been given the opportunity to obtain
any additional information it deems necessary to verify the accuracy of any
information obtained concerning the Common Stock and the Company; (4) it has
such knowledge and experience in financial and business matters that it is able
to evaluate the merits and risks of purchasing the Common Stock and to make an
informed investment decision relating thereto; and (5) it is purchasing the
Common Stock for its own account for investment and it will not resell the
Common Stock in violation of the 1933 Act. The undersigned understands that
because the Common Stock has not been registered under the 1933 Act, it must
continue to bear the economic risk of the investment for an indefinite time and
the Common Stock cannot be resold unless the Common Stock is registered under
applicable federal and state securities laws or an exemption from such
registration is available.

     The undersigned agrees that it will in no event sell or distribute or
otherwise dispose of all or any part of the Common Stock unless (1) there is an
effective registration statement under the 1933 Act and applicable state
securities laws covering any such transaction involving the Common Stock or (2)
the Company receives an opinion of its legal counsel (concurred in by legal
counsel for the Company) stating that such transaction is exempt from
registration or the Company otherwise satisfies itself that such transaction is
exempt from registration.

                                     II-1
<PAGE>
 
     The undersigned consents to the placing of a legend on its certificate for
the Common Stock stating that the Common Stock has not been registered and
setting forth the restriction on transfer contemplated hereby and to the placing
of a stop transfer order on the books of the Company and with any transfer
agents against the Common Stock until the Common Stock may be legally resold or
distributed without restriction.

     The undersigned has considered the Federal and state income tax
implications of the exercise of the Warrant and the purchase and subsequent sale
of the Common Stock.

 
 
                                        Name:
                                             -----------------------------

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

                                      -2-