THE  SECURITIES  REPRESENTED  BY THIS WARRANT AND THE  SECURITIES  ISSUABLE UPON
EXERCISE HEREOF (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED  (THE  "SECURITIES  ACT") OR WITH ANY STATE  SECURITIES
COMMISSION,  AND MAY NOT BE  TRANSFERRED  OR  DISPOSED  OF BY THE  HOLDER IN THE
ABSENCE OF A REGISTRATION  STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT
AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS,  IMMEDIATELY  PRIOR TO THE TIME
SET FOR  TRANSFER,  SUCH  TRANSFER  MAY BE  EFFECTED  WITHOUT  VIOLATION  OF THE
SECURITIES ACT AND OTHER  APPLICABLE STATE LAWS AND RULES.  NOTWITHSTANDING  THE
FOREGOING,  THE SECURITIES MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

DATE: _______________                                                     RW-___

                    WARRANT TO PURCHASE OF _______ SHARES OF

                   COMMON STOCK OF ELITE PHARMACEUTICALS, INC.

         Exercise  Price:  $3.00 per share,  subject to  adjustment  as provided
below (the "Exercise Price")

         THIS IS TO CERTIFY that,  for value  received,  _______________________
and its successors  and assigns  (collectively,  the  "Holder"),  is entitled to
purchase,  subject to the terms and  conditions  hereinafter  set  forth,  up to
____________  fully paid and nonassessable  shares (the "Warrant Shares") of the
common  stock,   par  value  $0.01  per  share   ("Common   Stock"),   of  Elite
Pharmaceuticals,  Inc., a Delaware  corporation (the "Company"),  and to receive
certificates for the Common Stock so purchased.  This Warrant to Purchase Common
Stock  (including  any  Warrant(s) to Purchase  Common Stock issued in exchange,
transfer or replacement  hereof, this "Warrant") has been issued pursuant to the
terms and conditions of a Warrant Exercise  Agreement by and between the Company
and the Holder (the  "Exercise  Agreement";  and together with all other similar
Warrant  Exercise  Agreements  entered  into  by  the  Company,   the  "Exercise
Agreements").

         1.  EXERCISE  PERIOD.  The Holder may  purchase all or a portion of the
Warrant  Shares  pursuant  to  Section  2 at any time or  times on or after  the
earlier  of (i)  the  date  of the  effectiveness  of a  registration  statement
registering the shares of Common Stock  underlying  this Warrant,  in accordance
with the Registration  Rights Agreement (as defined in Section 5 below) and (ii)
December  14, 2006 but not after 5:00 p.m.,  New York time on December  14, 2010
(the  "Exercise  Period").  This Warrant will terminate  automatically  upon the
earlier of (i) the expiration of the Exercise Period and (ii) the failure of the
Holder to exercise  this  Warrant  within  thirty  (30) days after  receipt of a
Mandatory  Exercise  Notice (as defined below) from the Company,  as provided in
Section 2(b).

<PAGE>

         2. EXERCISE OF WARRANT.

                  (a) MECHANICS OF EXERCISE.

                           (i) This  Warrant  may be  exercised,  in whole or in
         part,  at any time and from time to time  during the  Exercise  Period.
         Such exercise shall be accomplished by:

                                    (x)  payment  to the  Company  of an  amount
         equal to the then applicable Exercise Price multiplied by the number of
         Warrant  Shares  as to  which  this  Warrant  is being  exercised  (the
         "Aggregate  Exercise  Price") in cash,  by wire  transfer to an account
         designated  by the  Company  or by  certified  check or bank  cashier's
         check, payable to the order of the Company; and

                                    (y)  physical  delivery of this Warrant with
         an original executed Exercise Notice in substantially the form attached
         hereto  as  EXHIBIT  A (the  "Exercise  Notice")  to the  Company  (the
         requirements  referred to in clauses  (x) and (y) being  referred to as
         the "Exercise Delivery Requirements").

                           (ii)  Upon  satisfaction  of  the  Exercise  Delivery
Requirements, the Company will (x) transmit to the Company's transfer agent (the
"Transfer  Agent")  instructions  to issue the Warrant  Shares in the amount set
forth in the Exercise Delivery Documents and (y) as promptly as possible, but in
no event more than three (3) business  days after  satisfaction  of the Exercise
Delivery Requirements,  (A) provided that the Transfer Agent is participating in
The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program,
upon the request of the Holder, credit such aggregate number of shares of Common
Stock to which the Holder is entitled  pursuant to such exercise to the Holder's
or its designee's  balance account with DTC through its Deposit Withdrawal Agent
Commission  system, or (B) if the Transfer Agent is not participating in the DTC
Fast  Automated  Securities  Transfer  Program,  issue and dispatch by overnight
courier to the address as specified in the Exercise  Notice,  a  certificate  or
certificates representing the shares of Common Stock so purchased, registered in
the Company's  share  register in the name of the Holder or its  transferee  (as
permitted  under  Section 3 below),  for the number of shares of Common Stock to
which the Holder is entitled  pursuant  to such  exercise.  With  respect to any
exercise of this  Warrant,  the Holder  will for all  purposes be deemed to have
become the holder of record of the  number of shares of Common  Stock  purchased
hereunder  on the date this  Warrant is delivered to the Company with a properly
executed  Exercise  Notice and  payment  of the  Exercise  Price (the  "Exercise
Date"),  irrespective of the date of delivery of the certificate evidencing such
shares,  except  that,  if the date of such receipt is a date on which the stock
transfer  books of the Company  are  closed,  such Person will be deemed to have
become the holder of such shares at the close of business on the next succeeding
date on which the stock  transfer  books are open.  In the event this Warrant is
exercised in part, the Company shall issue a new Warrant to the Holder  covering
the aggregate  number of shares of Common Stock as to which this Warrant remains
exercisable  for as soon as  practicable  and in no event  later  than  five (5)
business days after any exercise. The Company shall pay any and all taxes (other
than  income or  withholding  taxes)  which may be payable  with  respect to the
issuance and delivery of Warrant Shares upon exercise of this Warrant.

                                       2
<PAGE>

                  (b) MANDATORY EXERCISE.  Notwithstanding anything set forth in
this  Warrant,  at any time  during the  Exercise  Period  that (x) the VWAP (as
defined in Section 2(f)) of the Common Stock for any consecutive thirty (30) day
period equals or exceeds 300% of the then applicable  Exercise Price, (y) during
such period the average  trading  volume of the Common  Stock on any  nationally
recognized  stock  exchange or quotation  system equals or exceeds 50,000 shares
per day and (z) the Company shall provide written notice (a "Mandatory  Exercise
Notice") to the Holder of the  occurrence of such events within thirty (30) days
of the  conclusion  of such  thirty  (30)  day  period,  then the  Holder  shall
exercise,  in full, the  unexercised  portion of this Warrant within thirty (30)
days of the receipt of such  Mandatory  Exercise  Notice and, to the extent this
Warrant is not so  exercised  by the Holder  within such thirty (30) day period,
this Warrant shall  terminate  automatically  and immediately at the end of such
thirty (30) day period.

                  (c) COMPANY'S FAILURE TO TIMELY DELIVER SECURITIES. Subject to
Section 2(e) and 2(f), if the Company or the Transfer  Agent shall fail to issue
to the Holder  within five (5)  business  days of  satisfaction  of the Exercise
Delivery  Requirements a certificate for the number of shares of Common Stock to
which the Holder is entitled  and  register  such shares of Common  Stock on the
Company's share register or to credit the Holder's  balance account with DTC for
such number of shares of Common  Stock to which the Holder is entitled  upon the
Holder's  exercise of this  Warrant,  then,  in  addition to all other  remedies
available to the Holder, the Company shall pay in cash to the Holder on each day
after such fifth  business  day that the issuance of such shares of Common Stock
is not timely effected an amount equal to one percent (1%) of the product of (A)
the sum of the  number of shares of Common  Stock not  issued to the Holder on a
timely  basis and to which the Holder is entitled and (B) the Closing Sale Price
of the shares of Common Stock on the trading day immediately  preceding the last
possible date which the Company could have issued such shares of Common Stock to
the Holder  without  violating  Section 1(a). In addition to the  foregoing,  if
within five (5) trading days after the Company's  receipt of the facsimile  copy
of an Exercise Notice, the Company shall fail to issue and deliver a certificate
to the Holder and register  such shares of Common Stock on the  Company's  share
register  or credit  the  Holder's  balance  account  with DTC for the number of
shares  of Common  Stock to which the  Holder  is  entitled  upon such  holder's
exercise hereunder, and if on or after such trading day the Holder purchases (in
an open market  transaction  or otherwise)  shares of Common Stock to deliver in
satisfaction  of a sale by the Holder of shares of Common  Stock  issuable  upon
such  exercise  that  the  Holder  anticipated  receiving  from the  Company  (a
"Buy-In"),  then the  Company  shall,  within five (5)  business  days after the
Holder's written request and in the Holder's discretion,  either (i) pay cash to
the Holder in an amount equal to the Holder's total  purchase  price  (including
reasonable  brokerage  commissions,  if any) for the  shares of Common  Stock so
purchased  (the "Buy-In  Price"),  at which point the  Company's  obligation  to
deliver  such  certificate  (and to issue  such  shares of Common  Stock)  shall
terminate,  or (ii)  promptly  honor its  obligation  to deliver to the Holder a
certificate  or  certificates  representing  such shares of Common Stock and pay
cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of shares of Common Stock, multiplied by (B)
the Closing Bid Price on the date of exercise.

                  (d) DISPUTES. In the case of a dispute as to the determination
of the Exercise Price or the arithmetic  calculation of the Warrant Shares,  the
Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 15.

                                       3
<PAGE>

                  (e) LIMITATIONS ON EXERCISE.  The Company shall not effect the
exercise of this  Warrant,  and the Holder  shall not have the right to exercise
this  Warrant,  to the extent that after giving  effect to such  exercise,  such
Person (together with such Person's affiliates) would beneficially own in excess
of 9.99% of the shares of Common  Stock  outstanding  immediately  after  giving
effect to such exercise.  For purposes of the foregoing sentence,  the aggregate
number of Common  Stock  beneficially  owned by such  Person and its  affiliates
shall  include the number of shares of Common Stock  issuable  upon  exercise of
this Warrant with respect to which the  determination  of such sentence is being
made,  but shall exclude shares of Common Stock which would be issuable upon (i)
exercise of the  remaining,  unexercised  portion of this  Warrant  beneficially
owned by such Person and its  affiliates  and (ii) exercise or conversion of the
unexercised  or  unconverted  portion  of any other  securities  of the  Company
beneficially  owned  by such  Person  and  its  affiliates  (including,  without
limitation,  any convertible  notes or convertible  preferred stock or warrants)
subject to a limitation on conversion  or exercise  analogous to the  limitation
contained herein. Except as set forth in the preceding sentence, for purposes of
this  paragraph,  beneficial  ownership  shall be calculated in accordance  with
Section 13(d) of the Securities  Exchange Act of 1934, as amended.  For purposes
of this  Warrant,  in  determining  the number of  outstanding  shares of Common
Stock,  the Holder may rely on the number of outstanding  shares of Common Stock
as  reflected in (1) the  Company's  most recent Form 10-K or 10-Q and any other
Current  Report on Form 8-K filed  subsequent  thereto with the  Securities  and
Exchange Commission, (2) a more recent public announcement by the Company or (3)
any other notice by the Company or the Transfer  Agent  setting forth the number
of shares of Common  Stock  outstanding.  For any  reason at any time,  upon the
written or oral request of the Holder, the Company shall within one (1) business
day  confirm  orally and in writing to the Holder the number of shares of Common
Stock then outstanding.  In any case, the number of outstanding shares of Common
Stock shall be determined  after giving effect to the  conversion or exercise of
securities of the Company by the Holder and its affiliates  since the date as of
which such number of outstanding shares of Common Stock was reported.

                  (f) FORCE  MAJEURE.  The  Company  shall not be liable  for or
incur penalties for delays or  nonperformance in compliance with the issuance or
delivery of the Warrant  Shares upon the exercise of the Warrant,  if such delay
or  nonperformance  was  caused by: (i) act of God,  act of war,  strike,  fire,
natural  disaster,   terrorism,   quarantine  or  accident;   or  (ii)  lack  of
availability  of materials,  fuel or utilities.  Under such  circumstances,  the
provisions  of  Section  2(c)  above  shall  (x)  not  apply  to such  delay  or
nonperformance  but shall  apply  once the  event(s)  that  cause  such delay or
nonperformance terminates and (y) shall apply to all subsequent exercises of the
Warrant that are not affected by such event(s).

         3. TRANSFERABILITY AND EXCHANGE.

                  (a) TRANSFERABILITY. If this Warrant is to be transferred, the
Holder shall  surrender this Warrant to the Company,  whereupon the Company will
forthwith  issue  and  deliver  upon  the  order of the  Holder  a new  Warrant,
registered  as the Holder may  request,  representing  the right to purchase the
number of Warrant  Shares being  transferred by the Holder and, if less then the
total  number  of  Warrant  Shares  then   underlying   this  Warrant  is  being
transferred,  a new Warrant to the Holder representing the right to purchase the
number of Warrant Shares not being transferred.

                                       4
<PAGE>

                  (b) EXCHANGE.  This Warrant is exchangeable upon its surrender
by the  registered  Holder to the Company for new Warrants in form and substance
representing  in the  aggregate  the  right to  purchase  the  number  of shares
purchasable hereunder.

                  (c) LOST,  STOLEN OR  MUTILATED  WARRANT.  Upon receipt by the
Company 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,  of any indemnification undertaking by the Holder to the Company in
customary form and, in the case of mutilation,  upon surrender and  cancellation
of this  Warrant,  the  Company  shall  execute  and deliver to the Holder a new
Warrant  representing  the right to purchase the Warrant Shares then  underlying
this Warrant.

                  (d) ISSUANCE OF NEW WARRANTS. Whenever the Company is required
to issue a new Warrant  pursuant to the terms of this Warrant,  such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated
on the face of such new Warrant,  the right to purchase the Warrant  Shares then
underlying  this  Warrant  (or in the  case  of a new  Warrant(s)  being  issued
pursuant to Section 3(a) or Section 3(b), the Warrant  Shares  designated by the
Holder which,  when added to the number of shares of Common Stock underlying the
other new Warrants issued in connection with such issuance,  does not exceed the
number of Warrant  Shares then  underlying  this  Warrant),  (iii) shall have an
issuance  date, as indicated on the face of such new Warrant,  which is the same
as the  issuance  date  hereunder  and  (iv)  shall  have the  same  rights  and
conditions as this Warrant.

                  (e)  SECURITIES  LAWS.  This  Warrant and the  Warrant  Shares
issuable  upon the  exercise  hereof  may not be sold,  transferred,  pledged or
hypothecated  unless the  Company  shall have been  provided  with an opinion of
counsel, or other evidence reasonably  satisfactory to it, that such transfer is
not in violation of the Securities Act, and any applicable state securities laws
or, with respect to the Warrant Shares, a registration  statement has been filed
pursuant to the Securities  Act and has been declared  effective with respect to
such disposition.

         4.  ADJUSTMENTS  TO  EXERCISE  PRICE AND  NUMBER OF SHARES  SUBJECT  TO
WARRANt. The Exercise Price and the number of shares of Common Stock purchasable
upon the  exercise of this Warrant are subject to  adjustment  from time to time
upon the occurrence of any of the events specified in this Section 4.

                  (a) DIVIDENDS, ETC. In case the Company shall, with respect to
the  holders of its Common  Stock,  (i) pay a Common  Stock  dividend  or make a
distribution to its stockholders in shares of Common Stock or other  securities,
(ii) split or subdivide  its  outstanding  shares of Common Stock into a greater
number of shares, or (iii) combine its outstanding shares of Common Stock into a
smaller  number of shares,  then the Exercise Price in effect at the time of the
record  date  for  such  dividend  or on  the  effective  date  of  such  split,
subdivision or combination, and/or the number and kind of securities issuable on
such date, shall be  proportionately  adjusted so that the Holder of any Warrant
thereafter  exercised shall be entitled to receive the aggregate number and kind
of shares of Common Stock (or such other  securities other than Common Stock, as
the case may be) of the Company,  at the same aggregate Exercise Price, that, if
such Warrant had been exercised immediately prior to such date, the Holder would
have owned upon such  exercise  and been  entitled  to receive by virtue of such
dividend,

                                       5
<PAGE>

distribution,  split, subdivision or combination.  Such adjustment shall be made
successively whenever any event listed above shall occur.

                  (b) MERGER,  ETC.  If at any time after the date hereof  there
shall be a merger or  consolidation of the Company with or into or a transfer of
all or  substantially  all of the assets of the Company to another entity,  then
the Holder shall be entitled to receive upon or after such  transfer,  merger or
consolidation becoming effective, and upon payment of the Exercise Price then in
effect,  the number of shares or other  securities or property of the Company or
of the successor corporation resulting from such merger or consolidation,  which
would have been  received by the Holder for the shares of stock  subject to this
Warrant had this Warrant been exercised  just prior to such transfer,  merger or
consolidation  becoming  effective or to the applicable record date thereof,  as
the case may be.  The  Company  will not merge or  consolidate  with or into any
other  corporation,  or sell or  otherwise  transfer  its  property,  assets and
business  substantially  as an  entirety  to  another  corporation,  unless  the
corporation resulting from such merger or consolidation (if not the Company), or
such  transferee  corporation,  as the case may be,  shall  expressly  assume in
writing  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.

                  (c)  RECLASSIFICATION,  ETC.  If at any  time  after  the date
hereof there shall be a reorganization or  reclassification of the securities as
to which  purchase  rights under this Warrant exist into the same or a different
number of  securities  of any other  class or  classes,  then the  Holder  shall
thereafter  be entitled to receive  upon  exercise of this  Warrant,  during the
period  specified  herein and upon payment of the Exercise Price then in effect,
the  number  of shares  or other  securities  or  property  resulting  from such
reorganization or reclassification, which would have been received by the Holder
for the shares of stock  subject to this  Warrant had this  Warrant at such time
been exercised.

                  (d)  ADJUSTMENTS  LESS THAN ONE PERCENT.  Notwithstanding  any
provision  herein to the contrary,  no adjustment in the Exercise Price shall be
required  unless  such  adjustment  would  require an increase or decrease of at
least one  percent  (1%) in the  Exercise  Price;  provided,  however,  that any
adjustments  which by reason of this  Section  4(e) are not  required to be made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  under this Section 4 shall be made to the nearest cent or the
nearest one-hundredth of a share, as the case may be.

                  (e) OTHER CAPITAL  STOCK.  In the event that at any time, as a
result of an adjustment  made pursuant to Section 4(a) or (b) above,  the Holder
of this Warrant, when thereafter exercised, shall become entitled to receive any
shares of  capital  stock of the  Company  other  than  shares of Common  Stock,
thereafter  the number 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 the
shares of Common Stock contained in this Section 4, and the other  provisions of
this Warrant shall apply on like terms to any such other shares.

                   (f) OTHER  PROTECTION.  In case any event  shall  occur as to
which the other provisions of this Section 4 are not strictly applicable but the
failure to make any  adjustment  would not fairly  protect the  purchase  rights
represented  by this  Warrant  in  accordance  with  the

                                       6
<PAGE>

essential  intent and  principles  hereof,  then, in each such case, the Company
shall effect such  adjustment,  on a basis  consistent with the essential intent
and  principles  established in this Section 4, as may be necessary to preserve,
without dilution, the purchase rights represented by this Warrant.

         5. REGISTRATION RIGHTS. The Holder shall be entitled to the benefits of
the  Registration  Rights  Agreement,  dated as of the date  hereof,  among  the
Company and each holder of a warrant issued  pursuant to an Exercise  Agreement.
(A form of such  Registration  Rights Agreement was attached as EXHIBIT B to the
Exercise Agreement).

         6.  RESERVATION  OF SHARES.  The Company agrees at all times to reserve
and hold available out of its authorized but unissued shares of Common Stock the
number of  shares  of  Common  Stock  issuable  upon the full  exercise  of this
Warrant.  The  Company  further  covenants  and agrees that all shares of Common
Stock that are delivered upon the exercise of this Warrant will,  upon delivery,
be fully paid and nonassessable and free from all taxes,  liens and charges with
respect to the purchase thereof hereunder.

         7. NOTICES TO HOLDER.  Upon any  adjustment  of the Exercise  Price (or
number of shares of Common Stock  purchasable upon the exercise of this Warrant)
pursuant to Section 4, the Company shall  promptly  thereafter,  but in no event
later than ten (10)  business days after the event  causing the  adjustment  has
occurred,  cause to be given to the Holder  written  notice of such  adjustment.
Such notice  shall  include the Exercise  Price  (and/or the number of shares of
Common  Stock  purchasable  upon  the  exercise  of  this  Warrant)  after  such
adjustment,  and shall set forth in reasonable  detail the  Company's  method of
calculation  and the facts  upon  which  such  calculations  were  based.  Where
appropriate, such notice shall be given in advance and included as a part of any
notice required to be given under the other provisions of this Section 7.

         In the event of (a) any  fixing by the  Company  of a record  date with
respect to the holders of any class of securities of the Company for the purpose
of  determining  which  of such  holders  are  entitled  to  dividends  or other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property,  or to
receive  any  other  right  or to give  effect  to any  split,  (b) any  capital
reorganization of the Company,  or  reclassification  or recapitalization of the
capital stock of the Company or any transfer of all or substantially  all of the
assets or business of the Company to, or  consolidation or merger of the Company
with or into, any other Person, or (c) any voluntary or involuntary  dissolution
or winding up of the Company,  then and in each such event the Company will give
the Holder a written notice  specifying,  as the case may be (i) the record date
for such split,  dividend,  distribution,  or right,  and stating the amount and
character of such split, dividend,  distribution,  or right; or (ii) the date on
which any such  reorganization,  reclassification,  recapitalization,  transfer,
consolidation, merger, conveyance, 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 capital stock or securities  receivable upon the
exercise of this Warrant)  shall be entitled to exchange  their shares of Common
Stock  (or such  other  stock  securities)  for  securities  or  other  property
deliverable  upon such event.  Any such  notice  shall be given at least 10 days
prior to the earliest date therein specified.

                                       7
<PAGE>

         8. NO RIGHTS AS A STOCKHOLDER. This Warrant does not entitle the Holder
to any voting rights,  distribution rights, dividend rights or other rights as a
stockholder of the Company, nor to any other rights whatsoever except the rights
herein set forth.

         9.  ADDITIONAL  COVENANTS  OF THE  COMPANY.  The  Company  shall,  upon
issuance of any shares for which this  Warrant is  exercisable,  at its expense,
promptly obtain and maintain the listing of such shares.

         The Company shall comply with the reporting requirements of Sections 13
and  15(d)  of the  Exchange  Act  for so long as and to the  extent  that  such
requirements apply to the Company.

         The Company shall not, by amendment of 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.  Without limiting the generality of the foregoing, the Company (a) will
not  increase  the par value of any  shares of  capital  stock  receivable  upon
exercise of this Warrant above the amount  payable  therefor upon such exercise,
(b) will take all such actions as may be necessary or  appropriate in order that
the Company may validly and legally  issue fully paid and  nonassessable  stock,
and (c) the Company shall not, by amendment of its Certificate of  Incorporation
or Bylaws or  through  a  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issuance,  or sale of securities  or any other  voluntary
action, avoid, circumvent, or seek to avoid the observance or performance of any
of the terms to be observed or performed under this Warrant by the Company,  but
shall at all times in good faith assist in carrying out of all the provisions of
this Warrant and in taking all such action as may be necessary or appropriate to
protect Holder's rights under this Warrant against impairment.

         10.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and
inure to the benefit of the Company, the Holder and their respective  successors
and permitted assigns.

         11.  NOTICES.  The Company agrees to maintain a ledger of the ownership
of this  Warrant  (the  "Ledger").  Any  notice  hereunder  shall  be  given  by
registered  or certified  mail if to the  Company,  at its  principal  executive
office and, if to the Holder, to its address shown in the Ledger of the Company;
provided,  however,  that the Holder may at any time on three (3) business  days
written  notice to the Company  designate or substitute  one other address where
notice  is to be  given.  Notice  shall be  deemed  given  and  received  when a
certified or registered  letter,  properly  addressed with postage  prepaid,  is
deposited in the U.S. mail.

         12.  SEVERABILITY.  Every  provision  of this Warrant is intended to be
severable.  If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the remainder of this
Warrant.

         13.  GOVERNING LAW AND CHOICE FORUM.  This Warrant shall be governed by
and  construed  in  accordance  with the laws of the  State of New York  without
giving  effect  to its  principles  of  choice of laws  thereof.  Any  action or
proceeding  arising out of or relating to this Warrant must be instituted in the
Federal or State courts sitting in New York County.

                                       8
<PAGE>

         14. ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provision of this  Warrant,  the  prevailing  party shall be entitled to recover
reasonable  attorneys'  fees in addition to its costs and expenses and any other
available remedy.

         15.  DISPUTE   RESOLUTION.   In  the  case  of  a  dispute  as  to  the
determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares,  the Company  shall submit the  disputed  determinations  or  arithmetic
calculations  via  facsimile  within  one (1)  business  day of  receipt  of the
Exercise Notice giving rise to such dispute,  as the case may be, to the Holder.
If the Holder and the  Company  are unable to agree upon such  determination  or
calculation  of the Exercise Price or the Warrant Shares within two (2) business
days of such disputed determination or arithmetic calculation being submitted to
the Holder,  then the Company  shall,  within two (2) business  days  thereafter
submit via facsimile (a) the disputed  determination of the Exercise Price to an
independent,  reputable  investment bank selected by the Company and approved by
the  Holder  (such  approval  not  to  be  unreasonably  withheld,   delayed  or
conditioned) or (b) the disputed arithmetic calculation of the Warrant Shares to
the  Company's  independent,  outside  accountant.  The Company  shall cause the
investment  bank  or  the  accountant,  as the  case  may  be,  to  perform  the
determinations  or  calculations  and notify the  Company  and the Holder of the
results  no later  than ten (10)  business  days from the time it  receives  the
disputed determinations or calculations.  Such investment bank's or accountant's
determination  or  calculation,  as the case may be,  shall be binding  upon all
parties  absent  demonstrable  error.  The  fees  of  such  investment  bank  or
independent  accountant  shall be borne one half by the  Company and one half by
the Holder.

         16. REMEDIES. The remedies provided in this Warrant shall be cumulative
and in  addition  to all other  remedies  available  under this  Warrant and the
Exercise  Agreement,  at  law or in  equity  (including  a  decree  of  specific
performance and/or other injunctive relief),  and nothing herein shall limit the
right of the Holder to pursue  actual  damages for any failure by the Company to
comply with the terms of this Warrant.

         17.  AMENDMENT AND WAIVER.  Except as otherwise  provided  herein,  the
provisions  of this  Warrant  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company  has  obtained  the  written  consent of the  Required
Holders;  provided  that no such action may increase the exercise  price of this
Warrant  or  decrease  the  number of shares or class of stock  obtainable  upon
exercise of this  Warrant  without the  written  consent of the Holder.  No such
amendment  shall be  effective to the extent that it applies to less than all of
the holders of the Replacement Warrants then outstanding.

         18. TRANSFER.  This Warrant may be offered for sale, sold,  transferred
or assigned  without  the consent of the  Company,  except as may  otherwise  be
restricted by applicable federal and state securities laws.

         19. ENTIRE  AGREEMENT.  This Warrant  (including the Exhibits  attached
hereto) constitutes the entire understanding  between the Company and the Holder
with  respect  to  the  subject   matter   hereof,   and  supersedes  all  prior
negotiations,  discussions,  agreements  and  understandings  relating  to  such
subject matter.

                                       9
<PAGE>

         20. CERTAIN  DEFINITIONS.  For purposes of this Warrant,  the following
terms shall have the following meanings:

                  (a) "Bloomberg" means Bloomberg Financial Markets.

                  (b) "Closing Bid Price" and "Closing  Sale Price"  means,  for
any security as of any date,  the last closing bid price and last closing  trade
price,  respectively,  for such  security on the  American  Stock  Exchange,  as
reported by Bloomberg,  or, if the American Stock Exchange  begins to operate on
an  extended  hours  basis and does not  designate  the closing bid price or the
closing  trade price,  as the case may be, then the last bid price or last trade
price,  respectively,  of such security prior to 4:00:00 p.m., New York Time, as
reported by Bloomberg,  or, if the American  Stock Exchange is not the principal
securities  exchange or trading market for such  security,  the last closing bid
price or last trade  price,  respectively,  of such  security  on the  principal
securities exchange or trading market where such security is listed or traded as
reported by Bloomberg,  or if the  foregoing do not apply,  the last closing bid
price  or  last   trade   price,   respectively,   of  such   security   in  the
over-the-counter  market on the  electronic  bulletin board for such security as
reported  by  Bloomberg,  or,  if no  closing  bid  price or last  trade  price,
respectively, is reported for such security by Bloomberg, the average of the bid
prices, or the ask prices, respectively,  of any market makers for such security
as  reported  in the "pink  sheets" by Pink Sheets LLC  (formerly  the  National
Quotation  Bureau,  Inc.).  If the Closing  Bid Price or the Closing  Sale Price
cannot be calculated for a security on a particular date on any of the foregoing
bases,  the Closing Bid Price or the Closing Sale Price,  as the case may be, of
such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree
upon the fair market value of such security, then such dispute shall be resolved
pursuant to Section 15.

                  (c) "Person" means an individual, a limited liability company,
a  partnership,  a joint  venture,  a corporation,  a trust,  an  unincorporated
organization,  any other entity and a  government  or any  department  or agency
thereof.

                  (d) "Replacement  Warrants" means all warrants issued pursuant
to the Exercise Agreements.

                  (e) "Required  Holders"  means the holders of the  Replacement
Warrants  representing  at least a 66-2/3% of shares of Common Stock  underlying
the Replacement Warrants then outstanding.

                  (f)  "VWAP"  means,  with  respect  to any  shares of stock or
securities,  including  the  Common  Stock (as  defined  below),  on any date of
determination, the dollar volume-weighted average price per share for the thirty
(30) consecutive Trading Days preceding and including such date of determination
as reported by  Bloomberg,  through its "Volume at Price"  functions  or, if the
foregoing  does not apply,  the  dollar  volume-weighted  average  price of such
security in the  over-the-counter  market on the  electronic  bulletin board for
such security  during the period  beginning at 9:30 a.m., New York City Time, on
the first Trading Day of the applicable  thirty (30) consecutive  trading period
described above and ending at 4:00 p.m., New York City Time, on the last trading
day of the  applicable  thirty (30)  consecutive  trading  day period  described
above, as reported by Bloomberg.

                                       10
<PAGE>

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its duly authorized officer as of the date first set forth above.

                                         Elite Pharmaceuticals, Inc.

                                         By:
                                             -----------------------------------
                                             Name:  Bernard Berk
                                             Title:  Chief Executive Officer


                                       11
<PAGE>

                                                                       EXHIBIT A

                                 EXERCISE NOTICE

            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

                        WARRANT TO PURCHASE COMMON STOCK

                           ELITE PHARMACEUTICALS, INC.

         The  undersigned  registered  holder (the  "Registered  Holder") of the
attached  Warrant to Purchase Common Stock (the "WARRANT")  hereby exercises the
right  to  purchase  shares  of  Common  Stock   ("WARRANT   SHARES")  of  Elite
Pharmaceuticals,  a Delaware  corporation (the  "COMPANY"),  as set forth below.
Capitalized  terms  used  herein  and  not  otherwise  defined  shall  have  the
respective meanings set forth in the Warrant.

         1.       SHARES  EXERCISED.  The Registered Holder hereby exercises the
                  Warrant with respect to _________________ Warrant Shares;

         2.       PAYMENT OF EXERCISE PRICE. The Registered Holder shall pay the
                  Aggregate Exercise Price in the sum of $___________________ to
                  the Company in accordance with the terms of the Warrant.

         3.       DELIVERY OF WARRANT  SHARES.  The Company shall deliver to the
                  Registered Holder __________ Warrant Shares in accordance with
                  the terms of the Warrant.

         The Registered Holder understands that if the Common Stock has not been
registered under the Securities Act, the Registered Holder must hold such Common
Stock  indefinitely  unless  the Common  Stock is  subsequently  registered  and
qualified  under the  Securities  Act or is exempt  from such  registration  and
qualification.  The Registered Holder shall not make any transfer or disposition
of the Common Stock unless (a) in the opinion of counsel reasonably satisfactory
to the Company such  transfer or  disposition  can be made without  registration
under  the  Securities  Act  by  reason  of  a  specific   exemption  from  such
registration  and such  qualification  or (b) a registration  statement has been
filed  pursuant  to the  Securities  Act and has been  declared  effective  with
respect to such disposition.

Date:                               ,
     ---------------------- --------  -------------


---------------------------------------------------
Name of Registered Holder

By:
      ---------------------------------------------
      Title (if applicable):


                                       12
<PAGE>

                                 ASSIGNMENT FORM

(To  assign  the  foregoing  warrant,  execute  this  form and  supply  required
information. Do not use this form to exercise the warrant.)



         For Value  Received  the  foregoing  Warrant  and all rights  evidenced
thereby  are hereby  assigned  to  __________________________  whose  address is
_________________________________________, ____________________________________

         Dated:
                ------------------------, ------------


         Holder's Signature:
                             --------------------------------

         Holder's Address:
                           --------------------------------

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



                                       13