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                                                            Warrant No.
                                                                        ------
                        WARRANT TO PURCHASE A MAXIMUM OF
                       100,000 SHARES OF COMMON STOCK OF
                       NEUROBIOLOGICAL TECHNOLOGIES, INC.

                          (Void after April   , 2001)
                                           ---

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AS SET FORTH HEREIN.

          This certifies that Children's Medical Center Corporation (the
"Holder"), or assigns, for value received, is entitled to purchase from
Neurobiological Technologies, Inc., a Delaware corporation (the "Company"),
subject to the terms set forth below, a maximum of 100,000 (the "Warrant
Shares") fully paid and nonassessable shares (subject to adjustment as provided
herein) of the Company's Common Stock, $.001 par value (the "Common Stock"), for
cash at a price of $1.25 per share (the "Exercise Price") (subject to adjustment
as provided herein) at any time or from time to time up to and including 5:00
p.m. (California Time) on April   , 2001, (the "Expiration Date") upon surrender
                               ---
to the Company at its principal office (or at such other location as the Company
may advise the Holder in writing) of this Warrant properly endorsed with the
Form of Subscription attached hereto duly filled in and signed and upon payment
in cash or by check of the aggregate Exercise Price for the number of shares for
which this Warrant is being exercised determined in accordance with the
provisions hereof.  The Exercise Price is subject to adjustment as provided in
Section 3 of this Warrant.  This Warrant is issued subject to the following
terms and conditions:

      1.  EXERCISE, ISSUANCE OF CERTIFICATES, REDUCTION IN NUMBER OF WARRANT
SHARES.  This Warrant is exercisable at the option of the Holder of record
hereof on or prior to the Expiration Date, at any time or from time to time
following its issuance, for 
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all or any part of the Warrant Shares (but not for a fraction of a share) which
may be purchased hereunder, as that number may be adjusted pursuant to Section 3
of this Warrant. The Company agrees that the Warrant Shares purchased under this
Warrant shall be and are deemed to be issued to the Holder hereof as the record
owner of such Warrant Shares as of the close of business on the date on which
this Warrant shall have been surrendered, properly endorsed, the completed and
executed Form of Subscription delivered, and payment made for such Warrant
Shares. Certificates for the Warrant Shares so purchased, together with any
other securities or property to which the Holder hereof is entitled upon such
exercise, shall be delivered to the Holder hereof by the Company at the
Company's expense not later than 10 days after the rights represented by this
Warrant have been so exercised. In case of a purchase of less than all the
Warrant Shares which may be purchased under this Warrant, the Company shall
cancel this Warrant and execute and deliver to the Holder hereof within a
reasonable time a new Warrant or Warrants of like tenor for the balance of the
Warrant Shares purchasable under the Warrant surrendered upon such purchase.
Each stock certificate so delivered shall be registered in the name of such
Holder.

      2.  SHARES TO BE FULLY PAID.  The Company covenants and agrees that
all Warrant Shares, will, upon issuance and payment of the applicable Exercise
Price, be duly authorized, validly issued, fully paid and nonassessable, and
free of all liens and encumbrances, except for restrictions on transfer provided
for herein or under applicable federal and state securities laws.

      3.  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.  The Exercise
Price and the total number of Warrant Shares shall be subject to adjustment from
time to time upon the occurrence of certain events described in this Section 3.
Upon each adjustment of the Exercise Price, the Holder of this Warrant shall
thereafter be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares obtained by multiplying the Exercise Price in
effect immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment, and dividing the product
thereof by the Exercise Price resulting from such adjustment.

          3.1  SUBDIVISION OR COMBINATION OF STOCK.  In case the Company shall
at any time subdivide its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
issuable hereunder proportionately increased, and conversely, in case the
outstanding shares of the Common Stock of the Company shall be combined into a
smaller number of shares, the Exercise 

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Price in effect immediately prior to such combination shall be proportionately
increased and the number of Warrant Shares issuable hereunder proportionately
decreased.

          3.2  RECLASSIFICATION.  If any reclassification of the capital stock
of the Company or any reorganization, consolidation, merger, or any sale, lease,
license, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all, of the business and/or assets of the
Company (the "Reclassification Events") shall be effected in such a way that
holders of Common Stock shall be entitled to receive stock, securities, or other
assets or property, then, as a condition of such Reclassification Event lawful
and adequate provisions shall be made whereby the Holder hereof shall thereafter
have the right to purchase and receive (in lieu of the shares of Common Stock of
the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented hereby) such shares of stock, securities, or other
assets or property as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to the number of
shares of such stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby.  In any Reclassification Event,
appropriate provision shall be made with respect to the rights and interests of
the Holder of this Warrant to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Exercise Price and of the
number of Warrant Shares), shall thereafter be applicable, as nearly as may be,
in relation to any shares of stock, securities, or assets thereafter deliverable
upon the exercise hereof.

          3.3  NOTICE OF ADJUSTMENT.  Upon any adjustment of the Exercise Price
or any increase or decrease in the number of Warrant Shares, the Company shall
give written notice thereof, by first class mail postage prepaid, addressed to
the registered Holder of this Warrant at the address of such Holder as shown on
the books of the Company.  The notice shall be prepared and signed by the
Company's President and Chief Executive Officer and shall state the Exercise
Price resulting from such adjustment and the increase or decrease, if any, in
the number of shares purchasable at such price upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

      4.  NO VOTING OR DIVIDEND RIGHTS.  Nothing contained in this Warrant
shall be construed as conferring upon the holder hereof the right to vote or to
consent to receive notice as a shareholder of the Company on any other matters
or any rights whatsoever as a shareholder of the Company.  No dividends or
interest shall be payable or accrued in respect of this Warrant or the interest
represented hereby or the shares purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised.

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      5.  COMPLIANCE WITH SECURITIES ACT; TRANSFERABILITY OF WARRANT;
DISPOSITION OF SHARES OF STOCK.

          5.1  COMPLIANCE WITH SECURITIES ACT.  The Holder of this Warrant, by
acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued
upon exercise hereof are being acquired for investment and that it will not
offer, sell, or otherwise dispose of this Warrant or any Warrant Shares except
under circumstances which will not result in a violation of the Securities Act
of 1933, as amended (the "Act") or any applicable state securities laws.  The
Holder of this Warrant, by acceptance hereof, represents to the Company that
such Holder is an "accredited investor" within the meaning of the Act.  The
Holder agrees that the Company is under no obligation to register the Warrants
and the Warrant Shares, and Holder acknowledges that the Company does not intend
to cause such a registration.  This Warrant and all Warrant Shares shall be
stamped or imprinted with a legend in substantially the following form:

          THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE.  THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.


          5.2  ACCESS TO INFORMATION; PRE EXISTING RELATIONSHIP.  Holder has had
the opportunity to ask questions of, and to receive answers from, appropriate
executive officers of the Company with respect to the terms and conditions of
the transactions contemplated hereby and with respect to the business, affairs,
financial condition and results of operations of the Company.  Holder has had
access to such financial and other information as is necessary in order for
Holder to make a fully informed decision as to investment in the Company, and
has had the opportunity to obtain any additional information necessary to verify
any of such information to which Holder has had access.  Holder further
represents and warrants that he has either (i) a pre-existing relationship with
the Company or one or more of its officers or directors consisting of personal
or business contacts of a nature and duration which enable him to be aware of
the character, business acumen and general business and financial circumstances
of the Company or the officer or director with whom such relationship exists or
(ii) such business or financial 

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expertise as to be able to protect his own interests in connection with the
purchase of the Shares.

          5.3  WARRANT TRANSFERABLE.  Subject to compliance with Section 5.4
below and the applicable federal and state securities laws under which this
Warrant was purchased, this Warrant and all rights hereunder are transferable,
in whole or in part, without charge to the Holder (except for transfer taxes),
upon surrender of this Warrant properly endorsed; provided, however, that the
Holder shall notify the Company in writing in advance of any proposed transfer
and shall not transfer this Warrant or any rights hereunder to any person or
entity which is then engaged in a business that in the reasonable judgment of
the Company is in direct competition with the Company.

          5.4  DISPOSITION OF WARRANT SHARES AND COMMON STOCK.  With respect to
any offer, sale, or other disposition of the Warrant or any Warrant Shares, the
Holder hereof and each subsequent Holder of this Warrant agrees to give written
notice to the Company prior thereto, describing briefly the manner thereof,
together with a written opinion of such Holder's counsel, if requested by the
Company, to the effect that such offer, sale or other disposition may be
effected without registration or qualification (under the Act as then in effect
or any federal or state law then in effect) of such Warrant or Warrant Shares,
as the case may be, and indicating whether or not under the Act certificates for
such Warrant or Warrant Shares to be sold or otherwise disposed of require any
restrictive legend as to applicable restrictions on transferability in order to
insure compliance with the Act.  Promptly upon receiving such written notice and
opinion, the Company, as promptly as practicable, shall notify such Holder that
such Holder may sell or otherwise dispose of such Warrant or Warrant Shares, all
in accordance with the terms of the notice delivered to the Company.  If a
determination has been made pursuant to this Section 5.4 that the opinion of the
counsel for the Holder is not reasonably satisfactory to the Company, the
Company shall so notify the Holder promptly after such determination has been
made.  Notwithstanding the foregoing, such Warrant or Warrant Shares may be
offered, sold or otherwise disposed of in accordance with Rule 144 under the
Act, provided that the Company shall have been furnished with such information
as the Company may request to provide reasonable assurance that the provisions
of Rule 144 have been satisfied.  Each certificate representing the Warrant or
Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall
bear a legend as to the applicable restrictions on transferability in order to
ensure compliance with the Act, unless in the aforesaid opinion of counsel for
the Holder, such legend is not required in order to ensure compliance with the
Act.  The Company may issue stop transfer instructions to its transfer agent in
connection with such restrictions.

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      6.  MODIFICATION AND WAIVER.  This Warrant and any provision hereof
may be changed, waived, discharged, or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought.

      7.  NOTICES.  Any notice, request, or other document required or
permitted to be given or delivered to the Holder hereof or the Company shall be
delivered or shall be sent by certified mail, postage prepaid, to each such
Holder at its address as shown on the books of the Company or to the Company at
the address indicated therefor in the first paragraph of this Warrant or such
other address as either may from time to time provide to the other.

      8.  OTHER NOTICES.  If at any time:

          (1) the Company shall declare any cash dividend upon its Common Stock;

          (2) the Company shall declare any dividend upon its Common Stock
payable in stock or make any special dividend or other distribution to the
holders of its Common Stock;

          (3) the Company shall offer for subscription pro rata to the holders
of its Common Stock any additional shares of stock of any class or other rights;

          (4) there shall be any capital reorganization or reclassification of
the capital stock of the Company, or consolidation or merger of the Company
with, or sale of all or substantially all of its assets to, another corporation;
or

          (5) there shall be a voluntary or involuntary dissolution,
liquidation, or winding-up of the Company;

then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, addressed to the Holder of this Warrant at the address of
such Holder as shown on the books of the Company, (a) at least 10 days' prior
written notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution, or subscription rights or
for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, at least 10
days' prior written notice of the date when the same shall take place; provided,
however, that the Holder shall make a best efforts attempt to respond to such
notice as early as possible 

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after the receipt thereof. Any notice given in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend, distribution,
or subscription rights, the date on which the holders of Common Stock shall be
entitled thereto. Any notice given in accordance with the foregoing clause (b)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation, winding-up or conversion, as the case may be.

      9.  GOVERNING LAW.  This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of California.

      10. LOST WARRANTS.  The Company represents and warrants to the Holder
hereof that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant and, in the case of
any such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company, at its expense, will
make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.

      11. FRACTIONAL SHARES.  No fractional shares shall be issued upon
exercise of this Warrant.  The Company shall, in lieu of issuing any fractional
share, pay the Holder entitled to such fraction a sum in cash equal to such
fraction (calculated to the nearest 1/100th of a share) multiplied by the then
effective Exercise Price on the date the Form of Subscription is received by the
Company.

      12.  NO IMPAIRMENT.  The Company will not, by charter amendment or by
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 terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the Holder against impairment.  Upon the request of the Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in
writing, in form satisfactory to Holder, the continued validity of this Warrant
and the Company's obligations hereunder.

      13.  SUCCESSORS AND ASSIGNS.  This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors of the
Company and the 

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Holder. The provisions of this Warrant are intended to be for the benefit of all
Holders from time to time of this Warrant, and shall be enforceable by any such
Holder.

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          IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officer, thereunto duly authorized as of this    day of April,
                                                             ---
1998.
                                  NEUROBIOLOGICAL TECHNOLOGIES, INC.,
                                  a Delaware corporation


                                  By:                                   
                                      ----------------------------------------
                                  Name:  Paul E. Freiman
                                  Title: Chief Executive Officer and President

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                             FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To:  Neurobiological Technologies, Inc.

     The undersigned, the holder of the attached Common Stock Warrant, hereby
     irrevocably elects to exercise the purchase right represented by such
     Warrant for, and to purchase thereunder, (1)                   shares of
                                              ---------------------          
     Common Stock of Neurobiological Technologies, Inc. (the "Company") and
     herewith makes payment of $          therefor, and requests certificates 
                                 --------
     for such shares be issued in the name of, and delivered to, 
                                                                 ------------
                                   whose address is                         .
     -----------------------------                  ------------------------

     The undersigned represents that it is acquiring such Common Stock for its
own account for investment and not with a view to or for sale in connection with
any distribution thereof.

DATED:               ,         
        -------------  -----


                              --------------------------------------------------
                              (Signature must conform in all respects to name of
                              Holder as specified on the face of the Warrant)


                              Name:      
                                    ------------------------------------------- 

                              Title:  
                                     ------------------------------------------

(1)  Insert here the number of shares called for on the face of the Warrant (or,
in the case of a partial exercise, the portion thereof as to which the Warrant
is being exercised), in either case without making any adjustment for any stock
or other securities or property or cash which, pursuant to the adjustment
provisions of the Warrant, may be deliverable upon exercise.

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