Exhibit 10.2


NEITHER THE SECURITIES  REPRESENTED HEREBY NOR THE SECURITIES  ISSUABLE UPON THE
EXERCISE  HEREOF  HAVE BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE
OFFERED,  SOLD,  PLEDGED,  ASSIGNED,  OR  OTHERWISE  TRANSFERRED  UNLESS  (1)  A
REGISTRATION  STATEMENT WITH RESPECT  THERETO IS EFFECTIVE  UNDER THE SECURITIES
ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE COMPANY  RECEIVES AN
OPINION  OF COUNSEL TO THE  HOLDER OF THIS  WARRANT  OR SUCH  SECURITIES,  WHICH
COUNSEL  AND OPINION  ARE  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT THIS
WARRANT OR SUCH  SECURITIES,  AS  APPLICABLE,  MAY BE  OFFERED,  SOLD,  PLEDGED,
ASSIGNED,  OR  OTHERWISE  TRANSFERRED  IN THE  MANNER  CONTEMPLATED  WITHOUT  AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE  STATE
SECURITIES LAWS.


        THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.


                          SYNOVICS PHARMACEUTICALS INC.

                          WARRANTS FOR THE PURCHASE OF
              SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE

NO. ___________

      THIS CERTIFIES  that, for  consideration,  the receipt and  sufficiency of
which are hereby  acknowledged,  and other value received,  JOHN S. COPANOS (the
"HOLDER")  is  entitled  to  subscribe   for,   and  purchase   from,   SYNOVICS
PHARAMACEUTICALS  INC. a Nevada corporation (the "COMPANY"),  upon the terms and
conditions  set  forth  herein,  at any  time or from  time to time on or  after
_____________________, 2008 (the "EFFECTIVE TIME") until 5:00 P.M. New York City
local time on the  seventh  anniversary  of the  Effective  Time (the  "EXERCISE
PERIOD"), an aggregate of Two Million One Hundred Thousand (2,100,000) shares of
common  stock,  par value $0.001 per share (the "COMMON  STOCK") of the Company.
This Warrant is initially  exercisable  at $1.00 per share;  provided,  however,
that upon the occurrence of any of the events specified in Section 8 hereof, the
rights  granted by this Warrant,  including the exercise price and the number of
shares of Common Stock to be received upon such  exercise,  shall be adjusted as
therein  specified.  The term  "EXERCISE  PRICE"  shall mean,  depending  on the
context,  the  initial  exercise  price  (as set forth  above)  or the  adjusted
exercise price per share.



<PAGE>


      As used  herein,  the term  "THIS  WARRANT"  shall mean and  include  this
Warrant and any Warrant or Warrants  hereafter  issued as a  consequence  of the
exercise or transfer of this  Warrant in whole or in part.  Each share of Common
Stock issuable upon the exercise  hereof shall be  hereinafter  referred to as a
"WARRANT SHARE".

            1. (a)  Subject to the terms of this  Warrant,  this  Warrant may be
exercised  at any time in whole and from time to time in part,  at the option of
the  Holder,  on or after the  Effective  Time and on or prior to the end of the
Exercise  Period.  This Warrant shall  initially be  exercisable  in whole or in
part,  for  One  Million  Four  hundred  Thousand  (1,400,000)  fully  paid  and
nonassessable  shares of Common  Stock  and if Holder is still  employed  by the
Company  or any  subsidiary  of the  Company  on the  first  anniversary  of the
Effective  Date,  this Warrant shall be  exercisable in whole or in part, for an
additional Seven Hundred Thousand (700,000) fully paid and nonassessable  shares
of Common Stock, for an exercise price per share equal to the Exercise Price, by
delivery  to the  Company  at its  office at 5360  Northwest  35th  Avenue,  Ft.
Lauderdale, Fl. 33309, or at such other place as is designated in writing by the
Company, of:

             (i) a  completed  Election  to  Purchase,  in the form set forth in
      EXHIBIT I, executed by the Holder  exercising  all or part of the purchase
      rights represented by this Warrant;

            (ii) this Warrant;

            (iii) if this Warrant is not  registered  in the name of the initial
      registered  Holder,  an  assignment  in the form set forth in  EXHIBIT  II
      hereto  evidencing the  assignment of this Warrant to the current  Holder;
      and

            (iv) payment of an amount equal to the product of the Exercise Price
      multiplied  by the number of shares of Common Stock being  purchased  upon
      such exercise in the form of, at the Holder's  option,  (A) a certified or
      bank  cashier's  check  payable to the Company,  or (B) a wire transfer of
      funds to an account designated by the Company.

            Notwithstanding  anything  in this  Section  1(a)  to the  contrary,
      should  Ronald H. Lane be removed or resign  from the  Company's  Board of
      Directors all of the Warrant Shares shall vest as of the effective date of
      that removal or resignation.

      (b) As used herein:

            "FAIR  MARKET  VALUE" of a security  shall  mean,  on any given day,
shall mean the average of the  closing  prices of such  security's  sales on all
securities  exchanges  on which such  security may at the time be listed on such
day,  or,  if there  has been no sales on any such  exchange  on such  day,  the
average of the highest bid and lowest asked prices on all such  exchanges at the
end of such day, or, if on such day such security is not so listed,  the average
of the  representative  bid and  asked  prices  quoted  on the  over-the-counter
bulletin  board (the "OTCBB") as of 4:00 P.M., New York time, or, if on such day
such security is not quoted on the OTCBB, the average of the


                                     - 2 -
<PAGE>

highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the PinkSheet, LLC, or any similar successor organization.
If at any time such security is not listed on any securities  exchange or quoted
on the OTCBB or the over-the-counter market, the "Fair Market Value" shall be as
determined by the Board of Directors in good faith, absent manifest error.

      (c) Upon the exercise of this  Warrant,  the Company shall issue and cause
promptly to be delivered  upon such  exercise to, or upon the written  order of,
the Holder and in such name or names as the Holder may designate,  a certificate
or certificates for the number of full Warrant Shares to which such Holder shall
be  entitled,  together  with cash in lieu of any  fraction  of a Warrant  Share
otherwise issuable upon such exercise. Such certificate or certificates shall be
deemed to have been  issued,  and any person so  designated  to be the person or
persons  entitled to receive the Warrant  Shares  issuable upon exercise of this
Warrant shall be deemed to have become a holder of record of such Warrant Shares
for all  purposes,  as of the close of business on the date of the  surrender of
this Warrant and full payment of the Exercise Price.

      (d) If this  Warrant  is  exercised  in  respect  of less  than all of the
Warrant  Shares  evidenced  by this  Warrant at any time prior to the end of the
Exercise Period, a new Warrant  evidencing the remaining Warrant Shares shall be
issued to the Holder, or its nominee(s), without charge therefor.

      2. Upon each exercise of the Holder's  rights to purchase  Warrant Shares,
the  Holder  shall be deemed to be the holder of record of the  Warrant  Shares,
notwithstanding  that the transfer  books of the Company shall then be closed or
certificates  representing the Warrant Shares with respect to which this Warrant
was exercised shall not then have been actually delivered to the Holder. As soon
as practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates representing the Warrant
Shares issuable upon such exercise,  registered in the name of the Holder or its
designee.  If this Warrant  should be exercised in part only, the Company shall,
upon surrender of this Warrant for  cancellation,  execute and deliver a Warrant
evidencing  the right of the Holder to  purchase  the  balance of the  aggregate
number of Warrant Shares purchasable  hereunder as to which this Warrant has not
been exercised or assigned.

      3. Any  Warrants  issued  upon the  transfer  or  exercise in part of this
Warrant  shall be numbered and shall be  registered  in a warrant  register (the
"WARRANT  REGISTER") as they are issued.  The Company shall be entitled to treat
the  registered  holder of any Warrant on the  Warrant  Register as the owner in
fact thereof for all purposes, and shall not be bound to recognize any equitable
or other claim to, or interest in, such Warrant on the part of any other person,
and shall not be liable for any  registration  of transfer of Warrants which are
registered  or to be  registered  in the name of a fiduciary or the nominee of a
fiduciary  unless made with the actual  knowledge that a fiduciary or nominee is
committing a breach of trust in requesting  such  registration  or transfer,  or
with the knowledge of such facts that its  participation  therein amounts to bad
faith.  This Warrant shall be transferable on the books of the Company only upon
delivery thereof duly endorsed by the Holder or by his duly authorized  attorney
or representative, or accompanied by proper evidence of


                                     - 3 -
<PAGE>

succession, assignment, or authority to transfer. In all cases of transfer by an
attorney, executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his, her, or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Warrant or Warrants to
the person entitled thereto. This Warrant may be exchanged, at the option of the
Holder   thereof,   for  another   Warrant,   or  other  Warrants  of  different
denominations,  of like tenor and  representing  in the  aggregate  the right to
purchase a like number of Warrant Shares (or portions  thereof),  upon surrender
to the Company or its duly authorized agent.  Notwithstanding the foregoing, the
Company  shall have no  obligation to cause  Warrants to be  transferred  on its
books to any person if, in the opinion of counsel to the Company,  such transfer
does not comply with the  provisions of the  Securities  Act of 1933, as amended
(the "SECURITIES ACT"), and the rules and regulations thereunder.

        4. The Company  shall pay all federal and state taxes  (other than taxes
on income of the Holder),  documentary  taxes,  stamp  taxes,  if any, and other
governmental  charges  that may be imposed upon the issuance or delivery of this
Warrant or upon the issuance or delivery of Warrant  Shares upon the exercise of
this Warrant,  PROVIDED,  HOWEVER, that the Company shall not be required to pay
any taxes  payable in connection  with any transfer  involved in the issuance or
delivery  of any  Warrants  or  Warrant  Shares in a name other than that of the
Holder in respect of which such  Warrant  Shares are  issued.  The  Company  may
refuse to deliver the certificates  representing the Warrant Shares being issued
in a name  other  than the  Holder's  name  until  the  Company  receives  a sum
sufficient  to pay any tax that will be due because such shares are to be issued
in a name other than the Holder's name.

        5. (a) The Company shall at all times reserve and keep  available out of
its  authorized and unissued  Common Stock,  solely for the purpose of providing
for the  exercise  of the  Warrants,  such  number of shares of Common  Stock as
shall, from time to time, be sufficient therefor. The Company covenants that all
Warrant  Shares  which may be issued upon the  exercise of the  purchase  rights
represented  by  this  Warrant  will,  upon  exercise  of  the  purchase  rights
represented by this Warrant, be duly authorized,  validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue),  without any  personal  liability  attaching to the  ownership
thereof and will not be issued in violation of any  preemptive or similar rights
of stockholders. The Company further covenants that its issuance of this Warrant
shall constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase  rights under this Warrant.
The Company will take all such  reasonable  action as may be necessary to assure
that such Warrant Shares may be issued as provided  herein without  violation of
any applicable law or regulation,  or of any  requirements of the trading market
upon which the Common Stock may be listed.

      (b) The transfer agent for the Common Stock and every subsequent  transfer
agent for any of the  Company's  securities  issuable  upon the exercise of this
Warrant  shall be  irrevocably  authorized  and directed at all times to reserve
such number of authorized  securities as shall be required for such purpose. The
Company  shall keep a copy of this Warrant on file with the  transfer  agent for
the Common Stock and with every subsequent transfer agent for shares of


                                     - 4 -
<PAGE>

the Company's securities issuable upon the exercise of this Warrant. The Company
shall supply such transfer  agent with duly executed  certificates  representing
the Common Stock or other securities for such purposes.

      (c) The Company  shall not by any action  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities 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 in
good faith assist in the carrying out of all such terms and in the taking of all
such  actions as may be necessary  or  appropriate  to protect the rights of the
Holder against impairment. Without limiting the generality of the foregoing, the
Company  will (a) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant above the amount payable  therefor
upon such exercise immediately prior to such increase in par value, and (b) take
all such action as may be necessary or appropriate in order that the Company may
validly and legally  issue fully paid and  nonassessable  shares of Common Stock
upon the exercise of this Warrant.

      6. The  Company  will  obtain  and  keep  effective  any and all  permits,
consents and approvals of Federal or state governmental agencies and authorities
and make all filings under Federal and state  securities laws, that are required
in connection  with the issuance and delivery of this  Warrant,  the exercise of
this  Warrant,  and the issuance and delivery of the Warrant  Shares issued upon
exercise of this Warrant.

      7. If the Company  purchases  or  otherwise  acquires  this  Warrant,  the
Company shall cancel this  Warrant,  and any Warrant  surrendered  for exchange,
substitution, transfer or exercise in whole or in part.

      8. The Exercise  Price for the  Warrants in effect from time to time,  and
the number of Warrant  Shares  issuable upon exercise of the Warrants,  shall be
subject to adjustment as follows:

      (a) If the  Company,  at any time while this Warrant is  outstanding:  (A)
pays a stock  dividend or otherwise  make a  distribution  or  distributions  on
shares of its Common Stock or any other equity or equity  equivalent  securities
payable in shares of Common Stock  (which,  for  avoidance  of doubt,  shall not
include  any  shares of Common  Stock  issued by the  Company  pursuant  to this
Warrant), (B) subdivides outstanding shares of Common Stock into a larger number
of shares,  (C) combines  (including by way of reverse stock split)  outstanding
shares of  Common  Stock  into a smaller  number  of  shares,  or (D)  issues by
reclassification  of shares of the Common  Stock any shares of capital  stock of
the  Company,  then in each case the  Exercise  Price shall be  multiplied  by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
(excluding  treasury shares, if any) outstanding  immediately  before such event
and of which the  denominator  shall be the  number  of  shares of Common  Stock
outstanding  immediately  after such event. Any adjustment made pursuant to this
Section 8(a) shall become  effective  immediately  after the record date for the
determination of stockholders  entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.


                                     - 5 -
<PAGE>

      (b) When any  adjustment  is  required  to be made in the  Exercise  Price
pursuant to subsection  8(a), the number of Warrant Shares  purchasable upon the
exercise of this Warrant  shall be changed to the number  determined by dividing
(i) an  amount  equal to  product  of the  number of  shares  issuable  upon the
exercise of this Warrant immediately prior to such adjustment  multiplied by the
Exercise  Price in  effect  immediately  prior to such  adjustment,  by (ii) the
Exercise Price in effect immediately after such adjustment.

      (c) Notwithstanding anything herein to the contrary, if the Company issues
warrants in connection  with its next round of financing of at least  $5,000,000
and those  warrants  have an exercise  price less than the Exercise  Price,  the
Exercise Price shall automatically be reduced to that lower exercise price.

      (d) Upon the occurrence of each adjustment or readjustment of the Exercise
Price pursuant to this Section 8, the Company at its expense shall,  as promptly
as  reasonably  practicable  but in any event not later than  fifteen  (15) days
thereafter, compute such adjustment or readjustment in accordance with the terms
hereof and furnish to the Holder a certificate  setting forth such adjustment or
readjustment  (including  the  kind  and  amount  of  securities,  cash or other
property for which this Warrant shall be exercisable and the Exercise Price) and
showing in detail the facts upon which such adjustment or readjustment is based.
The  Company  shall,  as promptly as  reasonably  practicable  after the written
request  at any time of the  Holder  (but in any event  not  later  than 15 days
thereafter),  furnish  or  cause to be  furnished  to the  Holder a  certificate
setting  forth (i) the  Exercise  Price  then in effect  and (ii) the number and
class or series of Warrant Shares and the amount,  if any, of other  securities,
cash or property which then would be received upon the exercise of this Warrant.

      (e) All  calculations  under this  Section 8 shall be made to the  nearest
cent or the nearest 1/100th of a share, as the case may be.

      (f) The Company shall not be required upon the exercise of this Warrant to
issue any  fractional  shares,  but shall pay the value thereof to the Holder in
cash on the basis of the Fair Market  Value per  Warrant  Share,  as  determined
pursuant to subsection 1(b) above.

      9. (a) Unless  registered,  the Warrant  Shares  issued on exercise of the
Warrants  shall be  subject  to a stop  transfer  order and the  certificate  or
certificates representing the Warrant Shares shall bear the following legend:

      THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE
      SECURITIES  LAWS  AND MAY NOT BE  OFFERED,  SOLD,  PLEDGED,  ASSIGNED,  OR
      OTHERWISE  TRANSFERRED  UNLESS (1) A  REGISTRATION  STATEMENT WITH RESPECT
      THERETO IS EFFECTIVE  UNDER THE SECURITIES  ACT AND ANY  APPLICABLE  STATE
      SECURITIES  LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
      HOLDER OF SUCH  SECURITIES,  WHICH  COUNSEL  AND  OPINION  ARE  REASONABLY
      SATISFACTORY  TO  THE  COMPANY,  THAT  SECURITIES  MAY


                                     - 6 -
<PAGE>

      BE OFFERED,  SOLD,  PLEDGED,  ASSIGNED,  OR OTHERWISE  TRANSFERRED  IN THE
      MANNER CONTEMPLATED WITHOUT AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

      THIS  CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN
      RIGHTS AS SET FORTH IN THE RIGHTS  AGREEMENT,  AS IT MAY FROM TIME TO TIME
      BE SUPPLEMENTED OR AMENDED,  BETWEEN  SYNOVICS  PHARMACEUTICALS,  INC. AND
      CONTINENTAL STOCK TRANSFER & TRUST COMPANY,  THE TERMS OF WHICH ARE HEREBY
      INCORPORATED  HEREIN  BY  REFERENCE  AND A COPY OF WHICH IS ON FILE AT THE
      PRINCIPAL  EXECUTIVE  OFFICES  OF  SYNOVICS  PHARMACEUTICALS,  INC.  UNDER
      CERTAIN CIRCUMSTANCES,  AS SET FORTH IN THE RIGHTS AGREEMENT,  SUCH RIGHTS
      MAY BE REDEEMED OR EXCHANGED,  MAY EXPIRE, OR MAY BE EVIDENCED BY SEPARATE
      CERTIFICATES  AND NO LONGER BE  EVIDENCED  BY THIS  CERTIFICATE.  SYNOVICS
      PHARMACEUTICALS,  INC. WILL MAIL TO THE HOLDER OF THIS  CERTIFICATE A COPY
      OF THE RIGHTS AGREEMENT WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF A
      WRITTEN REQUEST THEREFOR.  UNDER CERTAIN CIRCUMSTANCES,  RIGHTS ISSUED TO,
      OR HELD BY,  ACQUIRING  PERSONS OR THEIR  AFFILIATES OR ASSOCIATES AND ANY
      SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID."

            (b) The Company  represents  and warrants to the Holder that it will
include the Warrant Shares in its next registration,  subject only to reasonable
cutbacks that may be required by the investor or investor group whose shares are
also being registered.

      10. The  Company  covenants  that upon  receipt by the Company of evidence
reasonably  satisfactory to it of the loss, theft,  destruction or mutilation of
this Warrant or any stock  certificate  relating to the Warrant  Shares,  and in
case of  loss,  theft  or  destruction,  of  indemnity  or  security  reasonably
satisfactory to it, and upon surrender and cancellation of such Warrant or stock
certificate,  if  mutilated,  the Company will make and deliver a new Warrant or
stock certificate of like date, tenor and denomination,  in lieu of such Warrant
or stock certificate

      11. (a) The  Holder of any  Warrant  shall not have,  solely on account of
such status,  any rights of a  stockholder  of the Company,  either at law or in
equity, or to any notice of meetings of stockholders or of any other proceedings
of the Company, except as provided in this Warrant.

            (b) No provision  hereof,  in the absence of  affirmative  action by
Holder to Warrant Shares,  and no enumeration herein of the rights or privileges
of Holder  hereof,  shall  give rise to any  liability  of such  Holder  for the
purchase price of any Common Stock or as a stockholder of Company,  whether such
liability is asserted by Company or by creditors of Company.


                                     - 7 -
<PAGE>

      12. Promptly upon the appointment of any subsequent  transfer agent of the
Common  Stock,  or any  other  securities  issuable  upon the  exercise  of this
Warrant,  the Company will deliver to the Holder a statement  setting  forth the
name and address of such subsequent transfer agent.

      13.  All  notices  and  other  communications  provided  for or  permitted
hereunder  shall be in writing and shall be deemed given (i) when made,  if made
by hand delivery,  (ii) upon confirmation,  if made by telecopier,  or (iii) one
business day after being deposited with a reputable  next-day  courier,  postage
prepaid, to the parties as follows:

                  if to the Company:

                  5360 Northwest 35th Ave.
                  Fort Lauderdale, FL 33309
                  Attention: Ronald H. Lane Ph.D.
                  Telecopy: (954) 486 4590

                  if to the Holder:

                  As set forth in the Warrant Register of the Company.

            The Company or the Holder by notice to the other party may designate
additional  or  different  addresses  as shall be  furnished  in writing by such
party. Any notice or communication mailed to the Holder shall be mailed by first
class  mail or other  equivalent  means at such  Holder's  address  and shall be
sufficiently given to such Holder if so mailed within the time prescribed.

      14. The Company and the Holder may from time to time supplement, modify or
amend this  Warrant,  except,  this  Warrant  may not be  amended,  modified  or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given, without the written consent of the Company and Holder.

      15. All the covenants and provisions of this Warrant by or for the benefit
of the  Company  or the  Holder  shall be  binding  upon and shall  inure to the
benefit of their respective permitted successors and assigns hereunder.

      16.  The  Company  shall not merge or  consolidate  with or into any other
entity unless the entity resulting from such merger or consolidation (if not the
Company) shall expressly assume, by supplemental  agreement satisfactory in form
to the Holder and  executed and  delivered  to the Holder,  the due and punctual
performance  and  observance  of each and every  covenant and  condition of this
Warrant to be performed and observed by the Company.

      17. The validity,  interpretation and performance of this warrant shall be
governed by the laws of the State of Florida,  as applied to contracts  made and
performed within the state of Florida, without regard to principles of conflicts
of  law.  Each  of the  parties  hereto  irrevocably  submits  to the  exclusive
jurisdiction  of the  courts  of the  State of  Florida  and the  United  States


                                     - 8 -
<PAGE>

District Court for the Southern District of Florida, in each case sitting in the
County of Broward,  for the purpose of any suit, action,  proceeding or judgment
relating  to or  arising  out of this  letter  agreement.  Service of process in
connection with any such suit,  action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Warrant.  Each of the parties hereto irrevocably  consents
to the jurisdiction of any such court in any such suit, action or proceeding and
to the laying of venue in such court. Each party hereto  irrevocably  waives any
objection to the laying of venue of any such suit, action or proceeding  brought
in such courts and  irrevocably  waives any claim that any such suit,  action or
proceeding brought in any such court has been brought in an inconvenient forum.

      18. The provisions hereof have been and are made solely for the benefit of
the Company and the Holder, and their respective  successors and assigns, and no
other person shall acquire or have any right hereunder or by virtue hereof.

      19. The  headings in this Warrant are for  convenience  only and shall not
limit or otherwise affect the meaning hereof.

      20. If any term,  provision,  covenant or  restriction  of this Warrant is
held by a court  of  competent  jurisdiction  to be  invalid,  illegal,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their best efforts to find and employ an  alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions,  covenants and restrictions  without including any of such which may
be hereafter declared invalid, illegal, void or unenforceable.

      21. This Warrant is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and  understanding  of the  parties  hereto in  respect  of the  subject  matter
contained herein and therein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Warrant supersedes all prior agreements and  understandings  between the parties
with respect to such subject matter.

      22. Each party hereto agrees to use all  reasonable  efforts to obtain all
consents  and  approvals,  and  to  do  all  other  things,  necessary  for  the
transactions contemplated by this Warrant on or prior to the end of the Exercise
Period. The parties agree to take such further action and to deliver or cause to
be delivered to each other after the date hereof such  additional  agreements or
instruments  as any of them may  reasonably  request for the purpose of carrying
out this Warrant and the agreements  and  transactions  contemplated  hereby and
thereby.


                                     - 9 -
<PAGE>

Dated: _________________, 2008


                                             SYNOVICS PHARMACEUTICALS, INC.


                                             BY: _______________________________
                                                 NAME: RONALD H. LANE
                                                 TITLE: CHAIRMAN & CEO



[Seal]



______________________
Secretary


                                     - 10 -
<PAGE>

EXHIBIT I


                              ELECTION TO PURCHASE

            The  undersigned  hereby  irrevocably  elects to  exercise  Warrants
represented  by this Warrant and to purchase the shares of Common Stock or other
securities  issuable  upon the  exercise of said  Warrants,  and  requests  that
Certificates for such shares be issued and delivered as follows:

ISSUE TO:
                  ---------------------------------------------
                  (Name)


                  ---------------------------------------------
                  (Address, Including Zip Code)


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

DELIVER TO:
                  ---------------------------------------------
                  (Name)


                  ---------------------------------------------
                  (Address, Including Zip Code)

            In  payment of the  purchase  price  with  respect  to this  Warrant
exercised,  the  undersigned  hereby  tenders  payment  of  $            by  (i)
certified  or bank  cashiers  check  payable to the order of the Company [ ]; or
(ii) a wire  transfer of such funds to an account  designated by the Company [ ]
(CHECK  APPLICABLE  BOX). If the number of Warrant  Shares  hereby  exercised is
fewer than all the Warrant Shares  represented by this Warrant,  the undersigned
requests that a new Warrant  representing  the number of full Warrant Shares not
exercised to be issued and delivered as set forth below:

Name of Holder or Assignee:
                            ------------------------------
                            (Please Print)


Address:
         ---------------------------------------------

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


Signature:                                 DATED:                 , 200
          ------------------------------         -----------------     --
(Signature must conform in all respects to name of holder as specified on the
fact of this Warrant)


Signature Guaranteed:
                       -------------------------------



<PAGE>

EXHIBIT II

                                   ASSIGNMENT

            FOR VALUE  RECEIVED,  the  undersigned  hereby  sells,  assigns  and
transfers  unto the  Assignee  named below all of the rights of the  undersigned
represented by the within Warrant,  with respect to the number of Warrant Shares
set forth below:



                                                                  TAXPAYER
                                              NUMBER OF        IDENTIFICATION
NAME OF ASSIGNEE     ADDRESS               WARRANT SHARES          NUMBER
----------------     -------               --------------          ------



and  does  hereby  irrevocably   constitute  and  appoint   ___________________,
Attorney,  to make such  transfer  on the  Warrant  Register  maintained  at the
principal office of the Company with full power of substitution in the premises.

Dated:                        200
        ----------------------   --                   ------------------
        Signature
(Signature  must  conform in all  respects to name of holder as specified on the
face of this Warrant).



Signature Guaranteed:


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