THESE SECURITIES AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
("STATE ACT"). THESE SECURITIES AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE
OF THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, UNLESS THEY HAVE BEEN DULY REGISTERED UNDER THE SECURITIES ACT AND
ANY APPLICABLE STATE ACT, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE ACT IS AVAILABLE, AND THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL TO SUCH EFFECT REASONABLY SATISFACTORY TO IT. THESE
SECURITIES MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON UNLESS
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS THEREOF IS AVAILABLE.



                            NOCOPI TECHNOLOGIES, INC.

                                VOID AFTER ______


                             CERTIFICATE NO. ______

                                 CERTIFICATE FOR
                         COMMON STOCK PURCHASE WARRANTS

              These securities are subject to certain restrictions
                  on exercise and transfer as indicated herein.


     This certifies that FOR VALUE RECEIVED, _______________________________ or
permitted, registered assigns, is the owner of _______ Common Stock Purchase
Warrants ("Warrants"). Each Warrant initially entitles the Holder thereof,
subject to the terms and conditions hereinafter set forth, to purchase one (1)
fully paid and nonassessable share of Common Stock, par value $.01 of Nocopi
Technologies, Inc., a Maryland corporation (the "Company"), subject to
modification and adjustments as set forth herein, upon the presentation and
surrender of this Warrant Certificate with the Subscription Form attached hereto
duly executed, at any time after issuance, but not after the Expiration Date (as
hereinafter defined), at the office of the Company, 230 Sugartown Road, Wayne,
PA 19087 and upon payment therefor, in lawful money of the United States of
America in certified funds or cashier's check, bank


<PAGE>


draft or bank check made payable to the Company, at the purchase price of $.25
per whole share of Common Stock, subject to escalation, modification and
adjustment as set forth hereinbelow.

     Prior to the exercise of any Warrant represented hereby, the Holder hereof
shall not be entitled to any rights of a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company.

     Each Warrant is subject to the following additional terms, provisions and
conditions:

     Section 1. Definitions. As used herein, the following terms shall have the
following meanings, unless the context shall otherwise require:

          (A) "Common Stock" shall mean the Company's voting common stock, par
value $.01.

          (B) "Corporate Office" shall mean the office of the Company, 230
Sugartown Road, Wayne, PA 19087.

          (C) "Exercise Period" shall mean a period commencing on the date
hereof and continuing until the Expiration Date, unless extended in the sole
discretion of the Company.

          (D) "Expiration Date" shall mean 5:00 p.m. (Eastern Daylight Savings
Time) on _____________ unless extended in the sole discretion of the Company.

          (E) "Purchase Price" shall mean the price at which each Warrant holder
shall be entitled to purchase one (1) share of Common Stock. Each Warrant shall
permit the holder to purchase one (1) share of the Company's Common Stock at a
price of $0.25 per share, subject to escalation, modification and adjustment as
herein provided.

          (F) "Registered Holder" shall mean the person in whose name this
Warrant Certificate shall be registered on the books maintained by the Company
pursuant to Section 4 hereof.

          (H) "Warrant Shares" shall mean the Common Stock reserved for issuance
upon exercise of the Warrants represented by this Warrant Certificate.

     Section 2. Exercise; Limitation on Exercise.

          (A) Each Warrant represented hereby may be exercised at any time
before the Expiration Date, upon the terms and subject to the conditions set
forth herein. A Warrant shall be deemed to have been exercised immediately prior
to the close of business on the date of the surrender for exercise (the
"Exercise Date") of this Warrant Certificate with the exercise form thereon duly
executed by the Registered Holder hereof, or his attorney duly authorized in
writing, or his permitted, registered assigns, together with (i) payment to the
Company, either by a bank cashier's check, certified funds or bank check or bank
draft payable to the order of the Company, or lawful money of the United States
of America, in an amount equal to the aggregate Purchase Price payable upon such
exercise, and either (ii) written certification that the person exercising the
Warrant is not a U.S. Person and that the Warrant is not being exercised on
behalf of a U.S. Person, or (iii) a written opinion of counsel to the effect
that the Warrant and the securities delivered upon exercise thereof have been
registered under the Securities Act or are exempt from registration thereunder.
The person entitled to receive the Warrant Shares deliverable upon such exercise
shall be treated for all purposes as the holder of such Warrant Shares as of the
close of business on the Exercise Date, except for the payment of dividends and
voting rights which shall be governed by applicable corporate law. The Company
shall not be obligated to issue any fractional share interests in Warrant Shares
issuable or deliverable upon the exercise of any Warrant or Warrants. If more
than one (1) Warrant shall be exercised at one time by the same


                                       2
<PAGE>


Registered Holder, the number of full shares which shall be issuable upon
exercise thereof shall be computed on the basis of the aggregate number of full
shares issuable upon such exercise. Any fractional shares shall be rounded to
the nearest whole share. Upon the exercise of any Warrant and the collection of
funds tendered in payment of the Purchase Price, the Company shall cause share
certificate(s) representing the Warrant Shares acquired upon such exercise to be
issued.

          (B) Notwithstanding the foregoing, the Warrants represented hereby may
not be exercised if, in the opinion of counsel to the Company, the issuance and
sale of Warrant Shares upon such exercise would require registration of such
Warrant Shares under the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state law. The Company shall use its reasonable best
efforts to perfect any available exemption from the registration requirements of
such laws so as to permit the exercise of the Warrants, but shall not be
required to register Warrant Shares thereunder.

     Section 3. Reservation of Shares; Payment of Taxes; Etc. The Company
covenants that it will at all times reserve and keep available out of its
authorized Common Stock, solely for the purpose of issue upon exercise of the
Warrants, such number of shares of Common Stock as shall then be issuable upon
the exercise of all outstanding Warrants. The Company covenants that all Warrant
Shares which shall be issuable upon exercise of the Warrants shall be duly and
validly issued, fully paid and non-assessable, and free from all taxes, liens
and charges with respect to the issue thereof. Warrant Shares issued upon
exercise of Warrants shall be subject to certain restrictions on transfer as
specified in Section 5.

     The Company shall pay all documentary, stamp or similar taxes and other
governmental charges that may be imposed with respect to the issuance of the
Warrants, or the issuance or delivery of any Warrant Shares upon exercise of the
Warrants. Warrant Shares shall be delivered only in the name of the Registered
Holder of the Warrant Certificate representing the Warrants being exercised.

     Section 4. Registration of Transfer. This Warrant Certificate and the
Warrants represented hereby may be transferred, in whole or in part, subject to
Section 5 hereof. In connection with such transfer, this Warrant Certificate
shall be surrendered to the Company at its Corporate Office, and the Company
shall execute, issue and deliver in exchange herefor a Warrant Certificate of
like tenor which the transferee hereof shall be entitled to receive.

     The Company shall keep, at its Corporate Office or such other place as may
be determined by its board of directors, books in which, subject to such
reasonable regulations as it may prescribe, it shall register this Warrant
Certificate and any permitted transfer hereof.

     When presented for registration of transfer, or for exchange or exercise,
this Warrant Certificate and the subscription form attached shall be duly
endorsed, or be accompanied by a written instrument or instruments of transfer
and subscription in form satisfactory to the Company, duly executed by the
Registered Holder thereof or his attorney duly authorized in writing.

     Prior to due presentment for registration of transfer thereof, the Company
may deem and treat the Registered Holder of this Warrant Certificate as the
absolute owner thereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing thereon made by anyone other than the
Company) for all purposes and shall not be affected by any notice to the
contrary.

     Section 5. Restrictions on Transfer. The Warrants represented hereby have
been and are being issued, and the Warrant Shares will be issued, in an offering
conducted outside the United States pursuant to Regulation S promulgated under
the Securities Act. The Warrants and the Warrant Shares have not been registered
under the Securities Act or the securities laws of any state. Such securities
may not be offered, sold or transferred, directly or indirectly, unless such
securities have been registered under the Securities Act and any applicable
state law, or an exemption from the registration requirements of the Securities
Act and any applicable state law is available and


                                       3
<PAGE>


the Company has received an opinion of counsel to such effect reasonably
satisfactory to it. Certificates representing Warrant Shares shall bear a legend
reflecting the foregoing restrictions on transfer.

     Section 6. Loss or Mutilation. Upon receipt by the Company of evidence
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant Certificate, and (in the case of loss, theft or
destruction) of indemnity satisfactory to it, and (in the case of mutilation)
upon surrender and cancellation hereof, the Company shall execute, issue and
deliver in lieu hereof a new Warrant Certificate representing an equal aggregate
number of Warrants. Applicants for a substitute Warrant Certificate shall also
comply with such other reasonable regulations and pay such other reasonable
charges as the Company may prescribe.

     Section 7. Adjustment of Purchase Price and Number of Shares Deliverable.
The Purchase Price and the number of shares of Common Stock purchasable upon the
exercise of each Warrant shall be subject to adjustment as follows:

         (A) (i) In the event that the Company shall issue any shares of its
Common Stock as a stock dividend or shall subdivide the number of outstanding
shares of its Common Stock into a greater number of shares, then, in either such
case, the Purchase Price in effect at, and after, the time of such action shall
be proportionately reduced and the number of shares at that time purchasable
upon the exercise of a Warrant shall be proportionately increased; and,
conversely, in the event that the Company shall reduce the number of outstanding
shares of Common Stock by combining such shares into a smaller number of shares,
then, in such case, the Purchase Price in effect at, and after, the time of such
action shall be proportionately increased and the number of shares of Common
Stock at the time purchasable upon the exercise of a Warrant shall be
proportionately decreased. Any dividend paid or distributed upon the Common
Stock in stock of any other class of securities convertible into shares of
Common Stock shall be treated as a dividend paid in Common Stock to the extent
that shares of Common Stock are issuable upon the conversion thereof. The
Purchase Price (computed to the nearest cent) shall be (a) the number of shares
of Common Stock outstanding immediately prior to such stock dividend or stock
split, divided by the number of shares of Common Stock outstanding immediately
after such stock dividend or stock split, multiplied by (b) the Purchase Price
in effect immediately prior to such stock dividend or stock split. The number of
shares purchasable upon the exercise of a Warrant shall be (a) the Purchase
Price in effect immediately prior to such stock dividend or stock split divided
by the Purchase Price as adjusted by this Section 7 in effect immediately
following the stock dividend or stock split, multiplied by (b) the number of
shares purchasable upon the exercise of a Warrant immediately prior to such
stock dividend or stock split.

             (ii) In the event that the Company should at any time or from time
to time hereafter issue or sell any shares of Common Stock (other than under
circumstances requiring an adjustment pursuant to Section 7(A)(i)) for a
consideration per share less than the Purchase Price in effect immediately prior
to the time of such issue or sale, then forthwith upon such issue or sale, the
Purchase Price shall be adjusted to a price (computed to the nearest cent) equal
to (a) the sum of the number of shares of Common Stock outstanding immediately
prior to such issue or sale multiplied by the Purchase Price in effect
immediately prior to such issue or sale, and the consideration, if any, received
by the Company upon such issue or sale, divided by (b) the total number of
shares of Common Stock outstanding immediately after such issue or sale. The
number of shares purchasable upon the exercise of a Warrant after any such issue
or sale shall be (a) the Purchase Price in effect immediately prior to the issue
or sale divided by the Purchase Price as adjusted by this Section 7(A)(ii) in
effect immediately following the issue or sale, multiplied by (b) the number of
shares purchasable upon the exercise of a Warrant immediately prior to such
issue or sale.

             (iii) In any case in which this Section 7(A) shall require that an
adjustment to the Purchase Price be made immediately following a record date,
the Company may elect to defer (but only until five (5) business days following
the receipt by the Company of the certificate of independent public accountants
described in subsection (i) of Section 7(D)) issuing to the holder of any
Warrant exercised after such record date the shares of Common Stock and other
capital stock of the Company issuable upon such exercise over and above the
shares of Common Stock and other capital stock of the Company issuable upon such
exercise on the basis of the Purchase Price prior to adjustment.


                                       4
<PAGE>


             (iv) No adjustment in the Purchase Price shall be required to be
made unless such adjustment would require an increase or decrease of at least
$0.01, provided, however, that any adjustments which by reason of this
subsection are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section shall
be made to the nearest cent or to the nearest one-hundredth of a share, as the
case may be, but in no event shall the Company be obligated to issue fractional
shares upon the exercise of any Warrant.

             (v) No adjustment of the Purchase Price shall be made as a result
of or in connection with (a) the issuance of shares of Common Stock of the
Company pursuant to options, warrants and stock purchase agreements outstanding
or in effect on the date of this Certificate, (b) the granting of additional
options by separate agreements or pursuant to the stock option plans of the
Company as currently or hereafter in effect or as hereafter modified, renewed or
extended, or the issuance of shares of Common Stock of the Company upon exercise
of any such options, or (c) the issuance of shares of Common Stock to officers,
employees, consultants, advisors, attorneys or agents of the Company or any
Subsidiary, or under any circumstances other than those set forth in subsection
(i) and (ii) of this Section 7(A).

             (vi) On the third anniversary of the date of issuance of the
Warrants represented hereby, the Purchase Price shall automatically increase to
an amount determined by multiplying (a) the Purchase Price in effect at the
close of business on the preceding day, by (b) 1.4.

             (vii) In the event that at any time as a result of an adjustment
made pursuant to subsection (i) of this Section 7(A), the holder of any Warrant
thereafter exercised shall become entitled to receive any shares of the Company
other than shares of its Common Stock, thereafter the Purchase Price of such
other shares so receivable upon exercise of any Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock contained in
subsections (i) through (v) of this Section 7(A).

         (B) In case of any reclassification or change of outstanding shares of
Common Stock issuable upon exercise of the Warrants (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 the case of any
consolidation, reorganization or merger of the Company with or into another
corporation (other than a merger with a Subsidiary in which merger the Company
is the continuing corporation and which does not result in any reclassification
or change of the then outstanding shares of Common Stock or other capital stock
issuable upon exercise of the Warrants (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 sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, then as a condition of such reclassification,
change, reorganization, consolidation, merger, sale or conveyance, the Company,
or such successor purchasing corporation, as the case may be, shall make lawful
and adequate provision whereby the holder of each Warrant then outstanding shall
have the right thereafter to receive on exercise of such Warrant the kind and
amount of shares of stock and other securities and property receivable upon such
reclassification, change, reorganization, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock issuable upon
exercise of such Warrant immediately prior to such reclassification, change,
reorganization, consolidation, merger, sale or conveyance and shall forthwith
file with the Company at the Corporate Office a statement signed by its
President or a Vice President and by its Treasurer or an Assistant Treasurer or
its Secretary or an Assistant Secretary evidencing such provisions. Such
provisions shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
7. The above provisions of this Section 7(B) shall similarly apply to successive
reclassification and changes of shares of Common Stock and to successive
consolidations, reorganizations, mergers, sales or conveyances.


                                        5
<PAGE>


         (C) Before taking any action which would cause an adjustment reducing
the Purchase Price below the then par value of the shares of Common Stock
issuable upon exercise of the Warrants, the Company will endeavor to take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may issue fully paid and nonassessable shares of such Common
Stock at such adjusted Purchase Price.

         (D) (i) Upon any adjustment of the Purchase Price required to be made
pursuant to this Section 7, the Company within thirty (30) days thereafter shall
(a) cause to be prepared a certificate of a firm of independent accountants
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based, which certificate shall be conclusive evidence
of the correctness of such adjustment, and (b) cause to be mailed to the
Registered Holder of this Warrant Certificate written notice of such adjustment.
Where appropriate, such notice may be given in advance and included and part of
the notice required to be mailed under the provisions of Subsection 7(D)(ii).

             (ii)  In case at any time:

                   (a) The Company shall declare any dividend upon its Common
Stock payable in Common Stock of the Company or otherwise than in cash; or

                   (b) The Company shall offer for subscription to the holders
of its Common Stock any additional shares of stock of any class or any other
securities convertible into shares of stock or rights to subscribe thereto; or

                   (c) There shall be any capital reorganization or
reclassification of the capital stock of the Company, or a sale of all or
substantially all of the assets of the Company, or a consolidation or merger of
the Company with another corporation (other than a merger with a Subsidiary in
which merger the Company is the continuing corporation and which does not result
in any reclassification or change of the then outstanding shares of Common Stock
or other capital stock issuable upon exercise of the Warrants (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 subdivision or combination)); or

                   (d) There shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall cause to be mailed to
the Registered Holder of this Warrant Certificate, at the earliest practicable
time (and, in any event, not less than twenty (20) days before any record date
or other date set for definitive action), written notice of the date on which
the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights, or such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also set
forth such facts and shall indicate the effect of such action (to the extent
such effect may be known at the date of such notice) on the Purchase Price and
the kind and amount of the shares of stock and other securities and property
deliverable upon exercise of the Warrants. Such notice shall also specify the
date as of which the holders of the Common Stock of record shall participate in
said dividend, distribution or subscription rights, or shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the right to exercise the Warrants shall terminate).

             (iii) Without limiting the obligation of the Company to provide
notice to the Registered Holder of this Warrant Certificate of corporate actions
hereunder, it is agreed that failure of the Company to give notice shall not
invalidate such corporate action of the Company.

     Section 8. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
made when delivered or mailed first class, postage prepaid or delivered to a
telegraph office for transmission:


                                       6
<PAGE>


             (i) if to the Registered Holder of this Warrant Certificate at the
address of such holder as shown on the registry books maintained by the Company;
or

             (ii) if to the Company at Nocopi Technologies, Inc., 230 Sugartown
Road, Wayne, PA 19087, Attention: Mr. Norman A. Gardner, Chairman or at such
other address as may have been furnished to the Holder in writing by the
Company.

     Section 9. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Maryland.

     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed as of the 19th day of November, 1997.


Attest:                                     NOCOPI TECHNOLOGIES, INC.



                                            By:
-----------------------------                   -------------------------------
Assistant Secretary                             Richard Check
                                                President

      (SEAL)


                                       7
<PAGE>


                            NOCOPI TECHNOLOGIES, INC.

                            WARRANT SUBSCRIPTION FORM
      To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise
___________________ Warrants represented by this Warrant Certificate and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants
and requests that certificates for such shares shall be issued in the name of
and delivered to the undersigned and, if such number of Warrants shall not be
all the Warrants evidenced by this Warrant Certificate, that a new Warrant
Certificate for the balance of such Warrants be registered in the name of, and
delivered to, the Registered Holder at the address stated below.


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

Dated:                                       X
      -----------------------                  --------------------------------
                                                         (Signature)


                                             ----------------------------------
                                                           Address


                                             ----------------------------------
                                                    City, State, Zip Code


                                             ----------------------------------
                                                  Tax Identification Number


                                             ----------------------------------
                                                   Signature(s) Guaranteed


                                       8
<PAGE>


                                   ASSIGNMENT
      To Be Executed by the Registered Holder in Order to Transfer Warrants


For Value received,                      hereby sell, assign and transfer unto:
                    --------------------

-------------------------------------------------------------------------------
                     (Please Print or Type Name and Address)

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
                 (Social Security or Tax Identification Number)


all of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint Attorney to transfer this Warrant Certificate
on the books of the Company, with full power of substitution in the premises.


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

Dated:                                       X
      -----------------------                  --------------------------------
                                                         (Signature)

-----------------------------
   Signature(s) Guaranteed


THE SIGNATURE TO THE SUBSCRIPTION OR THE TRANSFER FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, OR BY A REGISTERED BROKER
DEALER.


                                       9