Exhibit 4.2

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"SECURITIES  ACT").  THESE  SECURITIES  MAY NOT BE SOLD  OR  TRANSFERRED  IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION  THEREFROM UNDER THE SECURITIES ACT
OR  UNDER  STATE  SECURITIES  LAWS.  THIS  WARRANT  MAY NOT BE  SOLD,  ASSIGNED,
TRANSFERRED OR OTHERWISE  DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS  PROVISIONS
OF THIS WARRANT, AND NO SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS
WARRANT SHALL BE VALID OR EFFECTIVE  UNLESS AND UNTIL SUCH PROVISIONS SHALL HAVE
BEEN COMPLIED WITH.


                                        Date of Issuance: November 23, 2004

                            EMBRYO DEVELOPMENT CORP.
                             Stock Purchase Warrant
                         (Void after November 22, 2009)

     EMBRYO DEVELOPMENT CORP., a Delaware corporation (the "Company"), for value
received,  hereby  certifies and agrees that  ______________  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
after the date hereof (the "Date of Issuance")  and on or before the fifth (5th)
anniversary  of the Date of Issuance  at not later than 5:00 p.m.  New York time
(such date and time, the "Expiration Time"),  ____________________________  duly
authorized, validly issued, fully paid and nonassessable shares of the Company's
common  stock,  $0.0001 par value per share (the  "Common  Stock") at an initial
exercise price equal to $0.10 per share,  subject to adjustment in certain cases
as described herein. The shares  purchasable upon exercise of this Warrant,  and
the  purchase  price per share,  are  hereinafter  referred  to as the  "Warrant
Shares" and the  "Exercise  Price,"  respectively.  The term  "Warrant"  as used
herein  shall  include  this  Warrant  and  any  other  warrants   delivered  in
substitution or exchange therefor, as provided herein.

     This  Warrant  is  issued  pursuant  to that  certain  Securities  Purchase
Agreement of even date  herewith by and among the Company and certain  investors
set forth therein (the "Securities Purchase Agreement"). 1. Exercise.

     1.1. Method of Exercise

     (a) This Warrant may be exercised by the Registered  Holder, in whole or in
part, by  surrendering  this  Warrant,  with a Notice of Exercise in the form of
Annex A hereto (the  "Notice of  Exercise")  duly  executed  by such  Registered
Holder or by such Registered Holder's duly authorized attorney, at the principal

<PAGE>

office of the Company set forth on the signature  page hereto,  or at such other
office or  agency as the  Company  may  designate  in  writing  (the  "Company's
Office"),  accompanied by payment in full, in lawful money of the United States,
of the  Exercise  Price  payable  in  respect of the number of shares of Warrant
Shares purchased upon such exercise.

     (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 the  appropriate
Annex form shall be dated and  directed  to the  Company  (as  evidenced  by the
applicable  postmark or other  evidence of  transmittal)  as provided in Section
1(a)  hereof.  At such  time,  the  person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such exercise as provided
in Section  1(c) hereof  shall be deemed to have become the holder or holders of
record of the Warrant Shares 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 ten (10) days thereafter,  the Company,  at its
expense,  will  cause to be  issued  in the  name  of,  and  delivered  to,  the
Registered Holder, or as such Registered Holder (upon payment by such Registered
Holder of any applicable transfer taxes) may direct:

          (i) a  certificate  or  certificates  for the  number of full  Warrant
     Shares 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 4
     hereof; and

          (ii) in case such  exercise is in part only, a new warrant or warrants
     (dated the date hereof) of like tenor, representing in the aggregate on the
     face or faces thereof the number of Warrant  Shares 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 Section 3 hereof or
     received pursuant to Section 1.2 hereof.


     1.2.  Exercise  by  Surrender  of  Warrant.  At any time  where the  shares
underlying the Warrant are not registered at the time of exercise, commencing on
the earliest to occur of 180 days after consummation of the Financing  described
in the Note  issued  under the  Securities  Purchase  Agreement,  120 days after
commencement  of  registration  of the  shares,  or a breach by  Company  of its
obligations  under the  Registration  Rights Agreement issued in connection with
the  Securities  Purchase  Agreement,  in  addition to the method of payment set
forth in Section 1.1 and in lieu of any cash payment  required  thereunder,  the
Warrant may be exercised by surrendering  the Warrant in the manner specified in
this Section 1.2, together with irrevocable instructions to the Company to issue
in exchange  for the  Warrant the number of shares of Common  Stock equal to the
product  of (x) the number of shares of Common  Stock  underlying  the  Warrants
multiplied  by (y) a fraction,  the  numerator  of which is the Market Value (as
defined below) of the Common Stock less the Exercise  Price and the  denominator

                                       2
<PAGE>


of which is such Market Value. As used herein,  the phrase "Market Value" at any
date shall be deemed to be the last  reported  sale  price,  or, in case no such
reported  sale takes place on such day,  the average of the last  reported  sale
prices  for the last  three  (3)  trading  days,  in either  case as  officially
reported by the principal  securities  exchange or "over the counter" (including
on the pink sheets or  bulletin  board)  exchange  on which the Common  Stock is
listed or admitted to trading, or, if the Common Stock is not listed or admitted
to trading on any national securities  exchange or sold "over the counter",  the
average  closing bid price as furnished  by the NASD  through  NASDAQ or similar
organization if NASDAQ is no longer reporting such information, or if the Common
Stock is not quoted on NASDAQ,  as determined in good faith by resolution of the
Board of Directors of the Company,  based on the best  information  available to
it.

     2. Shares to be Fully Paid;  Reservation of Shares.  The Company  covenants
and agrees that all shares of Common Stock which may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance by the Company, be
validly issued,  fully paid and  nonassessable,  and free from preemptive rights
and free from all taxes,  liens and charges  with respect  thereto.  The Company
further  covenants  and agrees  that,  from and after the Date of  Issuance  and
during the period  within  which the rights  represented  by this Warrant may be
exercised, the Company will at all times have authorized, and reserve, free from
preemptive  rights,  out of its authorized but unissued  shares of Common Stock,
solely for the purpose of effecting the exercise of this  Warrant,  a sufficient
number of shares of Common  Stock to  provide  for the  exercise  of the  rights
represented by this Warrant.

     (a)  Notwithstanding  anything  contained  herein  or  in  the  Transaction
Documents, whenever a provision provides for conversion, exchange or reservation
of securities or debt for the Company's  common stock,  at any time prior to the
filing of an amendment  to the  Company's  certificate  of  incorporation  which
increases the authorized  capital of the Company,  the Company may at its option
issue its Series B Preferred  Stock in lieu of common stock  provided  that upon
conversion of such Series B Preferred  Stock, an equivalent  number of shares of
common stock are issued to the holder  thereof on the same economic  terms as is
contemplated  under this Agreement or the applicable  Transaction  Document.

     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 Market Value for each  fractional  share of
the  Company's  Common  Stock  which  would be  issuable  upon  exercise of this
Warrant.

     4.  Requirements  for  Transfer.

     (a) Warrant  Register.  The Company will  maintain a register (the "Warrant
Register")  containing  the  names and  addresses  of the  Registered  Holder or
Registered Holders. Any Registered Holder of this Warrant or any portion thereof
may change its address as shown on the Warrant Register by written notice to the
Company requesting such change, and the Company shall promptly make such change.
Until this Warrant is  transferred on the Warrant  Register of the Company,  the
Company may treat the Registered  Holder as shown on the Warrant Register as the
absolute owner of this Warrant for all purposes,  notwithstanding  any notice to
the  contrary,  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.
                                       3
<PAGE>

     (b) Warrant  Agent.  The Company may, by written  notice to the  Registered
Holder,  appoint an agent for the purpose of  maintaining  the Warrant  Register
referred to in Section 4(a) hereof,  issuing the Common Stock  issuable upon the
exercise of this Warrant, exchanging this Warrant, replacing this Warrant or any
or all of the foregoing. Thereafter, any such registration,  issuance, exchange,
or replacement, as the case may be, may be made at the office of such agent.

     (c) Transfer. Subject to the provisions of this Section 4, this Warrant and
all rights hereunder are  transferable,  in whole or in part, upon the surrender
of this Warrant with a properly  executed  Assignment Form in substantially  the
form attached hereto as Annex B (the  "Assignment")  at the principal  office of
the Company.

     (d) Exchange of Warrant  Upon a Transfer.  On surrender of this Warrant for
exchange,  properly  endorsed on the Assignment and subject to the provisions of
this Warrant and with the  limitations on assignments and transfers as contained
in this Section 4, the Company at its expense  shall issue to or on the order of
the  Registered  Holder a new warrant or warrants of like tenor,  in the name of
the Registered  Holder or as the Registered Holder (on payment by the Registered
Holder of any applicable  transfer  taxes) may direct,  for the number of shares
issuable upon exercise hereof.

     5. Adjustment.

     (a) 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 (as defined in Section  5(g)),  other than the  issuances or
sales  referred to in Section 5(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 5(c) hereof.
For the  purposes  of this  Section 5 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 5.

          (i) For purposes of any computation to be made in accordance with this
     Section 5(a), the following provisions shall be applicable:

          (ii)  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

                                       4
<PAGE>

     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.

          (iii) 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.

          (iv) 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.

          (v) 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 Section 5(v).

          (vi) 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.

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

          (i) 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,  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 5(a) hereof,  provided  that:

                                       5
<PAGE>

          (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 the
     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 the  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 any
     change  shall  occur in the  price  per  share  provided  for in any of the
     options, rights or warrants referred to in subsection,  or in the price per
     share  at  which  the  securities   referred  to  in  this  subsection  are
     exchangeable,  such options,  rights or warrants or exchange rights, as the
     case may be, shall be deemed to have expired or terminated on the date when
     such price change  became  effective  in respect to shares not  theretofore
     issued pursuant to the exercise or exchange thereof,  and 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.

     (c) Subdivision and Combination.  If the Company at any time subdivides (by
any   stock   split,   stock   dividend,    recapitalization,    reorganization,
reclassification  or  otherwise)  the  shares of Stock  subject  to  acquisition
hereunder  into a greater number of shares,  then,  after the date of record for
effecting such  subdivision,  the Exercise Price in effect  immediately prior to
such  subdivision  will be  proportionately  reduced and the number of shares of
Common  Stock  subject to  acquisition  upon  exercise of this  Warrant  will be
proportionately increased. If the Company at any time combines (by reverse stock
split,  recapitalization,  reorganization,  reclassification  or otherwise)  the
shares of Stock  subject  to  acquisition  hereunder  into a  smaller  number of
shares,  then,  after the date of record for  effecting  such  combination,  the
Exercise  Price  in  effect  immediately  prior  to  such  combination  will  be
proportionately  increased  and the number of shares of Common Stock  subject to
acquisition upon exercise of this Warrant will be proportionately decreased.

     (d) Merger or  Consolidation.  In case of any  consolidation of the Company
with,  or merger of the Company  into any other  corporation,  or in case of any
sale or  conveyance  of all or  substantially  all of the assets of the  Company
other than in  connection  with a plan of complete  liquidation  of the Company,
then  as a  condition  of such  consolidation,  merger  or  sale or  conveyance,
adequate  provision  will be made  whereby the  Registered  Holder will have the
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of Common Stock immediately theretofore subject to acquisition upon the exercise
of this Warrant, such shares of stock,  securities or assets as may be issued or
payable  with respect to or in exchange for the number of shares of Common Stock
immediately  theretofore  subject to acquisition and receivable upon exercise of
this  Warrant had such  consolidation,  merger or sale or  conveyance  not taken
place. In any such case, the Company will make  appropriate  provision to insure
that the  provisions  of this Section 5 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.

                                       6
<PAGE>

     (e) Notice of  Adjustment.  Upon the occurrence of any event which requires
any  adjustment  of the Exercise  Price,  then and in each such case the Company
shall give notice thereof to the Registered Holder, which notice shall state the
Exercise Price resulting from such  adjustment and the increase or decrease,  if
any, in the number of Warrant  Shares  purchasable  at such price upon exercise,
setting forth in reasonable  detail the method of calculation and the facts upon
which such calculation is based.

     (f)  Adjustment  in  Number of  Securities.  Upon  each  adjustment  of the
Exercise  Price  pursuant  to the  provisions  of this  Section 5, the number of
securities  issuable  upon the exercise of each 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.

     (g)  Definition  of Stock.  For the  purpose  of this  Agreement,  the term
"Stock"  shall  mean (i) the class of stock  designated  as Common  Stock in the
Certificate  of  Incorporation  of the  Company as may be amended as of the date
hereof,  or (ii) any other class of stock resulting from  successive  changes or
reclassifications  of such Stock  consisting  solely of changes in par value, or
from par value to no par value, or from no par value to par value.

     (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,  or other
     options,  warrants and  convertible  securities  outstanding as of the date
     hereof into or for shares of Common Stock.

          (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.

          (iii) 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 two cents ($0.02)
     per security issuable upon exercise of this Warrant.

                                       7
<PAGE>

     6. No  Impairment.  The Company  will not, by  amendment  of its charter or
through reorganization,  consolidation,  merger, dissolution,  sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this  Warrant  but will at all  times  carry out all such
terms and take all such action as may be reasonably  necessary or appropriate in
order to protect the rights of the holder of this Warrant against impairment.

     7.  Liquidating  Dividends and Other  Distributions.  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")  or  otherwise  distributes  to  its
stockholders  any  assets,   properties,   rights,   evidence  of  indebtedness,
securities  whether  issued by the Company or by another,  or any other thing of
value,  then the Company will pay or distribute to the Registered Holder of this
Warrant,  upon the exercise hereof,  in addition to the Warrant Shares purchased
upon such  exercise,  either (i) the  Liquidating  Dividend that would have been
paid to such  Registered  Holder  if he had been the  owner  of  record  of such
Warrant Shares 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 or (ii) the same property, assets, rights, evidences of indebtedness,
securities  or any other thing of value that the  Registered  Holder  would have
been entitled to receive at the time of such  distribution as if the Warrant had
been  exercised  immediately  prior to such  distribution.

        8. 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 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  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 unless such prior notice
is waived by the Registered  Holder.

                                        8

<PAGE>

     9. No Rights of  Stockholders.  Subject to other  Sections of this Warrant,
the  Registered  Holder shall not be entitled to vote,  to receive  dividends or
subscription  rights, nor shall anything contained herein be construed to confer
upon the Registered  Holder,  as such, any of the rights of a stockholder of the
Company,  including  without  limitation  any right to vote for the  election of
directors  or upon any matter  submitted  to  stockholders,  to give or withhold
consent to any corporate action (whether upon any recapitalization,  issuance of
stock,  reclassification  of stock, change of par value or change of stock to no
par value, consolidation, merger, conveyance, or otherwise), to receive notices,
or otherwise, until the Warrant shall have been exercised as provided herein.

     10.  Registration  Rights.  The Registered  Holder shall be entitled to the
registration  rights set forth in the  registration  rights agreement as of even
date herewith that is being executed in connection with the Securities  Purchase
Agreement.

     11.   Replacement   of  Warrant.   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  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.

     12. 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 principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below,  then it shall give prompt written notice
to the  Registered  Holder of this Warrant and thereafter all references in this
Warrant to the location of its principal  office at the particular time shall be
as so specified in such notice.

     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.  Severability.  If any  provision of this  Warrant  shall be held to be
invalid and unenforceable,  such invalidity or unenforceability shall not affect
any other provision of this Warrant.

     16.  Governing  Law and  Submission to  Jurisdiction.  This Warrant will be
governed by and construed in  accordance  with the laws of the State of New York
without regard to principles of conflict or choice of laws of any  jurisdiction.
The parties hereby agree that any action, proceeding or claim against it arising

                                       9
<PAGE>

out of, or relating in any way to this Warrant  shall be brought and enforced in
the  courts  of  the  State  of  New  York,  and  irrevocably   submit  to  such
jurisdiction,  which  jurisdiction  shall be exclusive.

     17. Certificate. Upon request by the Registered Holder of this Warrant, the
Company  shall  promptly  deliver to such holder a  certificate  executed by its
President  or  Chief  Financial  Officer  setting  forth  the  total  number  of
outstanding  shares of capital stock,  convertible debt instruments and options,
rights,  warrants or other  agreements  relating to the purchase of such capital
stock or  convertible  debt  instruments,  together with its  calculation of the
number of shares remaining available for issuance upon exercise of this Warrant,
and a certificate of the accuracy of the statements set forth therein.

     18.  Supplements and Amendments.  The Company and the Registered Holder may
from  time to time  supplement  or  amend  this  Warrant  in  order  to cure any
ambiguity,  to correct or supplement any provision contained herein which may be
defective  or  inconsistent  with any  provision  herein,  or to make any  other
provisions in regard to matters or questions arising hereunder which the Company
and the  Holder  may  deem  necessary  or  desirable.

     19.  Successors.  All the covenants and provisions of this Warrant shall be
binding upon and inure to the benefit of the Company and the  Registered  Holder
and their respective successors and assigns hereunder.

     20. Benefits of this Warrant. Nothing in this Warrant shall be construed to
give to any  person,  entity  or  corporation  other  than the  Company  and the
Registered  Holder of the  Warrant  Certificate  any legal or  equitable  right,
remedy or claim under this  Warrant;  and this Warrant shall be for the sole and
exclusive  benefit  of the  Company  and the  Registered  Holder of the  Warrant
Certificate.

                    Balance of Page Intentionally left Blank

                             Signature Page Follows


                                       10
<PAGE>



     IN WITNESS WHEREOF,  EMBRYO DEVELOPMENT CORP. has caused this Warrant to be
signed by its duly authorized  officers under its corporate seal and to be dated
on the day and year first written above.

                                        EMBRYO DEVELOPMENT CORP.


                                        By:_________________________________
                                            Name: Matthew L. Harriton
                                            Title: President


                                      Principal Office: 305 Madison Avenue,
                                                        Suite 4510
                                                        New York, NY 10165


                                       11
<PAGE>


                                    ANNEX A

                            NOTICE OF EXERCISE FORM


To:                                      Dated:


     The  undersigned,  pursuant  to the  provisions  set forth in the  attached
Warrant, hereby irrevocably elects to purchase shares of Common Stock covered by
such  Warrant and herewith  makes  payment of $_______ ,  representing  the full
purchase  price for shares at the exercise  price per share provided for in such
Warrant.

                                                Signature:
                                                Address:

<PAGE>


                                    ANNEX B

                                ASSIGNMENT FORM

     FOR VALUE RECEIVED, _________________________________ hereby sells, assigns
and transfers all of the rights of the  undersigned  under the attached  Warrant
with respect to the number of shares of Common Stock  covered  thereby set forth
below, unto:

Name of Assignee          Address                No. of Shares





                                        Dated:

                                        Signature:
                                        Dated:

                                        Witness: