EXHIBIT 10.4
  
 FORM OF STOCK PURCHASE WARRANT
ASTROGENETIX, INC.
 Services Company Holder   Shares Common Stock
 Exercise Price  Exercise Price
 Vesting
 (a)
    
    This stock purchase warrant (this Warrant) shall vest
and become exercisable as follows: 50% of the Shares shall vest and become
exercisable on the first anniversary of the Issue Date and 50% of the Shares
shall vest and become exercisable on the second anniversary of the Issue Date;
provided, that no Shares shall vest unless on such vesting date the Holder has,
since the Issue Date, continuously provided Services to the Company. Upon
vesting, the Shares will remain exercisable until 5:00 p.m., Central time on
the seventh anniversary of the Issue Date.
 (b)
    
    Notwithstanding the foregoing, all of the Shares shall
immediately and automatically vest and become exercisable upon the occurrence
of a Change of Control of the Company, defined herein as the consummation of




---



##### 



Effect of Termination of Employment or Services
 (a)
    
    The Shares granted pursuant to this Warrant shall vest in
accordance with Section 2(a) above, as long as the Holder continues to perform
Services for the Company. If, however, prior to the date on which the Shares
vest pursuant to Section 2(a), either:
    Method of Exercise; Expenses
 (a)
    
    While the Shares remain exercisable in accordance with
Section 2, the Holder may exercise, in whole or in part, and from time to time,
the purchase rights evidenced hereby. Such exercise will be effected by the
Holder:
 Exhibit A Notice of
Exercise
  2




---



##### 



(b)
    
    Each exercise of this Warrant will be deemed to have been
effected immediately prior to the close of business on the day on which the
Holder will have exercised the purchase rights as provided in Section 4(a).
Upon such exercise, the Company shall issue as soon as practicable a stock
certificate in proper form representing the number of Shares so purchased.
 (c)
    
    If this Warrant is exercised in part only, the Company shall
execute and deliver a new Warrant of the same tenor evidencing the right of the
Holder to purchase the balance of the Shares purchasable hereunder upon the
same terms and conditions as herein set forth.
 (d)
    
    The Company will pay all expenses, taxes (other than transfer
taxes) and other charges payable in connection with the preparation, issuance
and delivery of this Warrant and the Shares.
 Valid Issuance of Shares
 Adjustments
 (a)
    
    Subdivisions, Combinations and Other Issuances. If the Company
shall at any time prior to the expiration of this Warrant subdivide its Common
Stock, by stock split or otherwise, or combine its Common Stock, or issue
additional shares of its Common Stock as a dividend with respect to any shares
of its Common Stock, the number of Shares issuable on the exercise of this
Warrant shall forthwith be proportionately increased in the case of a
subdivision or stock dividend, or proportionately decreased in the case of a
combination. In such event, the Exercise Price shall be adjusted to equal (i)
the Exercise Price in effect immediately prior to such adjustment multiplied by
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the adjustment divided by (ii) the number of shares for
which this Warrant is exercisable immediately after such adjustment. Any
adjustment under this Section 6(a) shall become effective at the close of
business on the date the subdivision or combination becomes effective, or as of
the record date of
such dividend, or in the event that no record date is fixed, upon the making
of such dividend.
  3




---



##### 



(b)
    
    Reclassification, Reorganization and Consolidation. In case of
any reclassification, capital reorganization, or change in the Common Stock of
the Company (other than as a result of a subdivision, combination, or stock
dividend provided for in Section 6(a) above), then, as a condition of such
reclassification, reorganization or change, lawful provision shall be made, and
duly executed documents evidencing the same from the Company or its successor
shall be delivered to Holder, so that Holder shall have the right at any time
prior to the expiration of this Warrant to purchase the kind and amount of
 shares of stock and other securities and property receivable in connection with
such reclassification, reorganization, or change by a holder of the same number
of shares of Common Stock as were purchasable by Holder immediately prior to
such reclassification, reorganization, or change, and the exercise price
therefor shall be appropriately adjusted. In any such case appropriate
provisions shall be made with respect to the rights and interest of Holder so
that the provisions hereof shall thereafter be applicable with respect to any
 shares of stock or other securities and property deliverable upon exercise
hereof.
 (c)
    
    Limitation on Adjustments. Notwithstanding the foregoing, no
adjustment in the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least one cent ($.01) in such price;
provided, however, that any adjustments which by reason of this Section 6 are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment. Notwithstanding anything in this Section 6 to the
contrary, the Exercise Price shall not be reduced to less than the then
existing par value of the Common Stock as a result of any adjustment made
hereunder.
 No Fractional Shares or Scrip
 Stockholder Rights
 Restrictions on Transfer
  4




---



##### 



Limitation of Rights
 (a)
    
    give the Holder any right to be awarded any further Restricted
Stock or any other equity in the Company in the future, even if Restricted
Stock or other equity awards are granted on a regular or repeated basis;
 (b)
    
    give the Holder or any other person any interest in any
specified asset or assets of the Company or any subsidiary of the Company; or
 (c)
    
    confer upon the Holder the right to continue in the service of
the Company, or affect the right of the Company to terminate the service of the
Holder at any time or for any reason.
 Drag Along Rights Approved Sale
 Successors and Assigns
  5




---



##### 



Amendments
 Severability; Counterparts
 Notices
 Governing Law
 [Signature Page Follows]
  6




---



##### 



ASTROGENETIX, INC.By:Name:Title:Address:ACCEPTED AND AGREED:HOLDERAddress:




---



##### 



Exhibit A
  
  
 
 Printed Name of Warrant Holder:Signature:Printed Name of Signing Party:Title of Signing Party:Address of Warrant Holder: