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 Placement  Agent  Agreement by and between the Company
and Indigo Securities, LLC (the "Placement Agent Agreement").

         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; or

                                    (y) by surrendering all or a portion  of the
         Warrant  using the amount by which the Fair Market  Value,  as defined,
         exceeds  the  Exercise  Price to  purchase a number of shares of Common
         Stock  without  the payment of any cash as  illustrated  in the formula
         below in this Section 2 (a "Cashless Exercise"); and

                                    (z) 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), (y) and (z) being referred to
         as the "Exercise Delivery Requirements").

                           (ii)  If  the  Holder  elects  to  conduct a Cashless
Exercise, the Company shall cause to be delivered to the Holder a certificate or
certificates  representing  the number of shares of Common Stock  computed using
the following formula:

         X = Y (A-B)
               -----
                 A

         Where:

                 X  =  the number of shares of Common Stock to be issued to
                       Holder;

                 Y  =  the  portion of the  Warrant (in number of shares
                       of Common Stock) being  exercised by Holder (at the
                       date of such calculation) on a cashless basis;

                 A  =  the  Fair  Market  Value of one  share of  Common
                       Stock on the Exercise Date (as  calculated  below); and

                 B  =  Exercise Price.

For purposes of the above calculation,  the Fair Market Value of one share shall
mean:  (i) if the  principal  trading  market for such  securities is a national
securities exchange,  the Nasdaq Stock Market or the  Over-the-Counter  Bulletin
Board (OCBB) (or a similar  system then in use), the average last reported sales
or if only traded on the OCBB,  the average last closing  price on the

                                       2
<PAGE>

principal  market for the five  trading days  immediately  prior to the Exercise
Date; or (ii) if (i) is not  applicable,  and if bid and asked prices for shares
of Common Stock are reported by the National Quotation Bureau, Inc., the average
of the high bid and low  asked  prices so  reported  for the five  trading  days
immediately prior to the Exercise Date.  Notwithstanding the foregoing, if there
is no last reported sales or closing price or bid and asked prices,  as the case
may be, for the period in  question,  then the fair market value of one share on
the  Exercise  Date shall be  determined  in good faith by, and  reflected  in a
formal resolution of, the board of directors of the Company.

         3. (iii) 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.
Fractional  shares of Common  Stock will not be issued upon the exercise of this
Warrant.  In lieu of any  fractional  shares that would have been issued but for
the immediately preceding sentence,  the Holder will be entitled to receive cash
equal to the  current  Fair Market  Value of such  fraction of a share of Common
Stock on the trading day  immediately  preceding the Exercise Date. 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.

                  (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

                                       3
<PAGE>

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.

                  (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

                                       4
<PAGE>

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).

         4. 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.

                  (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.

                                       5
<PAGE>

                  (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, 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

                                       6
<PAGE>

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  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.

                                       7
<PAGE>

         5. REGISTRATION RIGHTS. The Holder shall be entitled to the benefits of
the  Registration  Rights  Agreement,  dated as of December 14, 2005,  among the
Company and each holder of a warrant  issued  pursuant to an Exercise  Agreement
and Indigo  Securities,  LLC. (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.

         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.

                                       8
<PAGE>

         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.

         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

                                       9
<PAGE>

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, 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 Holder; 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.

         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.

         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

                                       10
<PAGE>

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)  "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.

                                       11
<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


                                       12
<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):


                                       13
<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:  ---------------------------------

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


                                       14