Warrant No. __


                        WARRANT TO PURCHASE A MAXIMUM OF
                       _________ SHARES OF COMMON STOCK OF
                       NEUROBIOLOGICAL TECHNOLOGIES, INC.

                           (Void after April 14, 2004)

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 _____________ (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 __________ fully paid and nonassessable shares (subject to adjustment
as provided  herein) of the Company's  Common Stock (the  "Warrant  Shares") for
cash at a price of $1.00 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 14, 2004, (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.

                  1.1 General.  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 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


<PAGE>

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.

                  1.2  Net  Issue  Exercise  of  Warrant.   Notwithstanding  any
provisions  herein to the  contrary,  if the fair  market  value of one share of
Common Stock is greater than the Exercise  Price (at the date of  calculation as
set forth below),  in lieu of exercising this Warrant for cash, Holder may elect
to receive  shares of Common Stock equal to the value (as  determined  below) of
this  Warrant (or the portion  thereof  being  canceled)  by  surrender  of this
Warrant  at the  principal  office of the  Company  together  with the  properly
endorsed  Form of  Subscription  in which event the  Company  shall issue to the
Holder a 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   number  of  shares  of  Common   Stock
                                    purchasable  under the Warrant or, if only a
                                    portion of the  Warrant is being  exercised,
                                    the  portion of the Warrant  being  canceled
                                    (at the date of such calculation);

                           A=       the fair  market  value of one  share of the
                                    Company's  Common Stock (at the date of such
                                    calculation); and

                           B=       Exercise  Price (as  adjusted to the date of
                                    such calculation).

For  purposes of the above  calculation,  the fair market  value of one share of
Common  Stock shall be the  average of the  closing bid and asked  prices of the
Common Stock quoted in the over-the-counter  market summary or the last reported
sale  price of the  Common  Stock or the  closing  price  quoted  on the  Nasdaq
National  Market  System or on any exchange on which the Common Stock is listed,
whichever is  applicable,  as



                                       2
<PAGE>

published in The Wall Street Journal for the five trading days prior to the date
of determination of fair market value.

         2. Shares to be Fully Paid.  The Company  covenants and agrees that all
Warrant  Shares,  will,  upon  issuance  and,  if  applicable,  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 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



                                       3
<PAGE>

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  Chief  Financial  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.

         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  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 REASONABLY SATISFACTORY TO THE


                                       4
<PAGE>

                  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  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
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 reasonably
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



                                       5
<PAGE>

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.

         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;



                                       6
<PAGE>

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  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  (without the  requirement to post bond), 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


                                       7
<PAGE>

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 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.

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its officer, thereunto duly authorized as of this 14th day of April,
1999.

                                   NEUROBIOLOGICAL TECHNOLOGIES, INC.
                                   a Delaware corporation



                                   By:      _________________________________

                                   Name:    _________________________________

                                   Title:   _________________________________



                                       8
<PAGE>



                              FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To:  Neurobiological Technologies, Inc.

[Please mark one box]

[ ]    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,  the holder of the attach 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
       the Company and  herewith  elects to pay for such shares by reducing  the
       number of shares  issuable  thereunder  in  accordance  with  Section 1.2
       thereof.  The  undersigned  hereby  authorizes  the  Company  to make the
       required calculation under Section 1.2 of the Warrant.

       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:   _________________________________



<PAGE>

(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.

                                       2