<PAGE>

                                                                    EXHIBIT 4.18

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE WITHOUT THE
EXPRESS WRITTEN CONSENT OF MANHATTAN  PHARMACEUTICALS,  INC. (THE "COMPANY") AND
HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE OF A  REGISTRATION
STATEMENT  IN  EFFECT  WITH  RESPECT  TO THE  SECURITIES  UNDER  SUCH  ACT OR AN
EXEMPTION  THEREFROM.  ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO APPLICABLE STATE
SECURITIES LAWS.

                         MANHATTAN PHARMACEUTICALS, INC.

                      Warrant for the Purchase of Shares of
                                  Common Stock

CSW No. ___S                                                       [____] Shares


                  FOR  VALUE  RECEIVED,   MANHATTAN  PHARMACEUTICALS,   INC.,  a
Delaware corporation (the "COMPANY"),  hereby certifies that MAXIM GROUP, LLC or
its registered  assigns (the "Holder") is entitled to purchase from the Company,
subject to the provisions of this Warrant,  at any time commencing from the date
hereof  until  5:00  p.m.  (New  York  City  time)  on  November  5,  2008  (the
"TERMINATION  DATE"),  __________________________  fully paid and non-assessable
shares of Common Stock,  at an initial per share  exercise price equal to $1.10.
The shares of Common Stock or other securities or property deliverable upon such
exercise are  hereinafter  sometimes  referred to as the  "WARRANT  SHARES." The
exercise  price of a share of Common Stock in effect at any time is  hereinafter
sometimes  referred  to as the "PER  SHARE  EXERCISE  PRICE"  and the  aggregate
purchase price payable for the Warrant Shares hereunder is hereinafter sometimes
referred to as the  "AGGREGATE  EXERCISE  PRICE."  This Warrant is one of a duly
authorized  issue of  Warrants  constituting  components  of  units  sold by the
Company on the date hereof (collectively, the "WARRANTS").

                  1. DEFINITIONS.

                  "CHANGE OF CONTROL" means the (i) acquisition by an individual
or legal  entity or group (as defined in Rule 13d-5 of the  Securities  Exchange
Act of 1934,  as amended) of more than  one-half of the voting  rights or equity
interests in the Company; (ii) sale, conveyance,  or other disposition of all or
substantially all of the assets,  property or business of the Company, (iii) any
reclassification   of  the  Company's  capital,  or  (iv)  the  merger  into  or
consolidation  with any other  corporation  or other entity (other than a wholly
owned  subsidiary  corporation)  or effectuation of any transaction or series of
related  transactions  where holders of the Company's voting securities prior to
such transaction or series of transactions fail to continue to hold at least 50%
of the voting power of the Company.

                                        1

<PAGE>

                  "COMMON  STOCK"  means  (except  where the  context  otherwise
indicates)  the Common  Stock,  $0.001 par value per  share,  of the  Company as
constituted  on the date  hereof,  and any capital  stock into which such Common
Stock may thereafter be changed or converted, and shall also include (i) capital
stock of the Company of any other class  (regardless of how denominated)  issued
to the holders of shares of Common Stock upon any reclassification thereof which
is also not  preferred as to dividends or assets on  liquidation  over any other
class of stock of the Company and which is not  subject to  redemption  and (ii)
shares of common stock of any successor or acquiring  corporation received by or
distributed  to the holders of Common Stock of the Company in the  circumstances
contemplated by Section 5.3.

                  2. EXERCISE OF WARRANT.

                  (a) This Warrant may be exercised in whole or in part,  at any
time by the Holder  commencing upon the date hereof and prior to the Termination
Date:

                           (i) by  presentation  and  surrender  of this Warrant
(with the subscription  form at the end hereof duly executed) at the address set
forth in Section 11 hereof, together with payment, by certified or official bank
check payable to the order of the Company,  of the Aggregate  Exercise  Price or
the proportionate part thereof if exercised in part; or

                           (ii) by  the  surrender  of  this Warrant  (with  the
cashless exercise form at the end hereof duly executed) (a "Cashless  Exercise")
at the address set forth in Section 11 hereof.  Such  presentation and surrender
shall  be  deemed a  waiver  of the  Holder's  obligation  to pay the  Aggregate
Exercise Price, or the  proportionate  part thereof if this Warrant is exercised
in part.  In the event of a Cashless  Exercise,  the Holder shall  exchange this
Warrant  for that number of Warrant  Shares  subject to such  Cashless  Exercise
multiplied by a fraction, the numerator of which shall be the difference between
(A) the last sale price of the  Common  Stock on the  trading  day prior to such
date or, in case no such  reported  sales take place on such day, the average of
the last  reported  bid and asked  prices of the  Common  Stock on such day,  in
either case on the principal  national  securities  exchange on which the Common
Stock is admitted to trading or listed,  or if not listed or admitted to trading
on any such exchange,  the representative closing sale price of the Common Stock
as reported by the National  Association of Securities  Dealers,  Inc. Automated
Quotations  System  ("NASDAQ"),  or other similar  organization  if NASDAQ is no
longer  reporting such  information,  or, if the Common Stock is not reported on
NASDAQ,   the  high  per  share  sale   price  for  the  Common   Stock  in  the
over-the-counter  market as reported by the National Quotation Bureau or similar
organization,  or if not so available, the fair market value of the Common Stock
as  determined  in good faith by the Board of  Directors  (the  "Current  Market
Price") and (B) the Per Share Exercise Price, and the denominator of which shall
be the then Current  Market Price.  For purposes of any  computation  under this
Section  2(a),  the then Current  Market Price shall be based on the trading day
immediately prior to the Cashless Exercise.

                                        2

<PAGE>

                  (b) If this  Warrant is  exercised  in part only,  the Company
shall, upon presentation of this Warrant upon such exercise, execute and deliver
(with the certificate for the Warrant Shares purchased) a new Warrant evidencing
the rights of the Holder  hereof to purchase  the balance of the Warrant  Shares
purchasable  hereunder  upon the same terms and  conditions as herein set forth.
Upon  proper  exercise  of this  Warrant,  the Company  promptly  shall  deliver
certificates for the Warrant Shares to the Holder duly legended as authorized by
the subscription  form together with cash in lieu of any fraction of a share, as
hereinafter  provided,  but, in any event,  within three (3) business days after
such  exercise.  No  fractional  shares  shall be issued  upon  exercise of this
Warrant.  With  respect to any  fraction  of a share  called  for upon  exercise
hereof,  the  Company  shall pay to the  Holder an amount in cash  equal to such
fraction  multiplied  by the  Current  Market  Price of one (1)  share of Common
Stock.  The stock  certificate  or  certificates  so delivered  shall be, to the
extent  possible,  in such  denomination  or  denominations  as the Holder shall
request in the notice and shall be  registered in the name of the Holder or such
other name as shall be designated by the Holder. This Warrant shall be deemed to
have been exercised and such certificate or certificates shall be deemed to have
been  issued,  and the  Holder or any other  person  so  designated  to be named
therein shall be deemed to have become a Holder of record of such shares for all
purposes,  as of the date when the  notice,  together  with the  payment  of the
applicable  exercise  price and this  Warrant,  is  received  by the  Company as
described above.

                  3.  RESERVATION OF WARRANT SHARES;  FULLY PAID SHARES;  TAXES.
The Company hereby  undertakes  until  expiration of this Warrant to reserve for
issuance or delivery upon exercise of this Warrant, such number of shares of the
Common Stock as shall be required for issuance  and/or delivery upon exercise of
this Warrant in full in accordance  with the terms  hereof,  and agrees that all
Warrant Shares so issued and/or  delivered shall be validly  issued,  fully paid
and  non-assessable and not subject to any preemptive rights, and further agrees
to pay all taxes and  charges  that may be  imposed  upon such  issuance  and/or
delivery.

                  4. REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED.  The
Holder of this Warrant shall be entitled to registration  rights with respect to
the Warrant Shares to the same extent and on the same terms as those provided to
investors pursuant to Article V of the Subscription Agreement (the "Subscription
Agreement")  dated October ____,  2003 between the Company and purchasers of the
Company's Series A Convertible  Preferred Stock. If the Holder is not a party to
the Subscription  Agreement,  by acceptance of this Warrant the Holder agrees to
comply with  provisions  of Article V thereof to the same extent as if it were a
party thereto.

                  5. ADJUSTMENTS. The number of shares of Common Stock for which
this Warrant is exercisable, and the price at which such shares may be purchased
upon exercise of this Warrant,  shall be subject to adjustment from time to time
as set forth in this Section 5. The Company  shall give the Holder notice of any
event described below which requires an adjustment pursuant to this Section 5 in
accordance with Sections 6.1 and 6.2.

                  5.1 Stock Dividends,  Subdivisions and Combinations. If at any
time while this Warrant is outstanding the Company shall:

                           i. take a record of the  holders of its Common  Stock
                  for the  purpose  of  entitling  them to  receive  a  dividend
                  payable in, or other  distribution  of,  additional  shares of
                  Common Stock,

                           ii. subdivide its outstanding  shares of Common Stock
                  into a larger number of shares of Common Stock, or

                                        3

<PAGE>

                           iii.  combine its outstanding  shares of Common Stock
                  into a smaller number of shares of Common Stock,

then:

                           (1)      the   number  of  shares  of  Common   Stock
                                    acquirable  upon  exercise  of this  Warrant
                                    immediately after the occurrence of any such
                                    event  shall be adjusted to equal the number
                                    of  shares of  Common  Stock  which a record
                                    holder  of the  same  number  of  shares  of
                                    Common Stock that would have been acquirable
                                    under this Warrant  immediately prior to the
                                    occurrence  of such  event  would  own or be
                                    entitled to receive  after the  happening of
                                    such event, and

                           (2)      the  Per  Share   Exercise  Price  shall  be
                                    adjusted to equal:

                                    (A)     the  Per  Share  Exercise  Price  in
                                            effect   immediately  prior  to  the
                                            occurrence of such event  multiplied
                                            by the  number  of  shares of Common
                                            Stock  into  which  this  Warrant is
                                            exercisable immediately prior to the
                                            adjustment, divided by

                                    (B)     the number of shares of Common Stock
                                            into   which    this    Warrant   is
                                            exercisable  immediately  after such
                                            adjustment.

Any  adjustment  made  pursuant  to clause (i) of this  paragraph  shall  become
effective   immediately   after  the  record  date  for  the   determination  of
shareholders  entitled  to  receive  such  dividend  or  distribution,  and  any
adjustment  pursuant to clauses  (ii) or (iii) of this  paragraph  shall  become
effective   immediately   after  the  effective  date  of  such  subdivision  or
combination.

                  5.2 Fractional Interests.  In computing adjustments under this
Section 5, all calculations shall be made to the nearest 1/100th of a share.

                  5.3 Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets.

                           (a) If, prior to the Termination  Date,  there  shall
occur a Change of Control and,  pursuant to the terms of such Change of Control,
shares of common stock of the successor or acquiring  corporation,  or any cash,
shares  of  stock or other  securities  or  property  of any  nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then the Holder of this Warrant shall have the right thereafter
to receive,  upon the  exercise of the  Warrant,  the number of shares of common
stock of the successor or acquiring  corporation or of the Company, if it is the
surviving corporation,  and the Other Property receivable upon or as a result of
such Change of Control by a holder of the number of shares of Common  Stock into
which this Warrant is exercisable immediately prior to such event.

                                        4

<PAGE>

                           (b) In  case  of  any  such  Change  of  Control, the
successor or acquiring  corporation  (if other than the Company) shall expressly
assume  the due and  punctual  observance  and  performance  of each  and  every
covenant and condition contained in this Warrant to be performed and observed by
the Company and all of the  Company's  obligations  and  liabilities  hereunder,
subject to such  modifications  as may be deemed  appropriate  (as determined in
good faith by  resolution  of the Board of Directors of the Company) in order to
provide for adjustments of shares of the Common Stock into which this Warrant is
exercisable   which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments provided for in this Section 5.

                  5.4 Other Action  Affecting  Common Stock. In case at any time
or from time to time the Company  shall take any action in respect of its Common
Stock,  then, unless such action will not have a materially  adverse effect upon
the rights of the holder of this  Warrant,  the number of shares of Common Stock
or other stock into which this Warrant is exercisable  and/or the purchase price
thereof   shall  be  adjusted  in  such  manner  as  may  be  equitable  in  the
circumstances.

                  5.5 Certain  Limitations.  Notwithstanding  anything herein to
the contrary,  the Company agrees not to enter into any  transaction  which,  by
reason of any adjustment hereunder,  would cause the Per Share Exercise Price to
be less than the par value per share of Common Stock.

                  6. NOTICES TO WARRANT HOLDERS.

                  6.1.  Certificate  as to  Adjustments.  Upon the occurrence of
each  adjustment or  readjustment of the Per Share Exercise Price, or the number
of shares of Common Stock and the amount, if any, of other property which at the
time would be received upon exercise of the Warrants  owned by such Holder,  the
Company, at its expense,  shall promptly compute such adjustment or readjustment
in  accordance  with the terms  hereof and  prepare and furnish to the Holder of
this Warrant a certificate  setting forth such  adjustment or  readjustment  and
showing in detail the facts upon which such adjustment or readjustment is based.
The Company  shall,  upon the written  request at any time of the Holder of this
Warrant,  furnish or cause to be  furnished  to such  Holder a like  certificate
setting  forth  (i) such  adjustments  and  readjustments,  (ii)  the Per  Share
Exercise  Price at the time in effect  and (iii) the  number of shares of Common
Stock and the  amount,  if any,  of other  property  which at the time  would be
received upon the exercise of Warrants owned by such Holder.

                  6.2. Notice of Corporate Action. If at any time:

                           (a) the Company shall take a record of the holders of
its Common  Stock for the  purpose of  entitling  them to receive a dividend  or
other  distribution,  or any right to subscribe for or purchase any evidences of
its  indebtedness,  any shares of stock of any class or any other  securities or
property, or to receive any other right, or

                           (b) there shall be any capital  reorganization of the
Company,  any  reclassification  or recapitalization of the capital stock of the
Company  or any  consolidation  or  merger  of the  Company  with,  or any sale,
transfer or other disposition of all or substantially  all the property,  assets
or business of the Company to, another corporation or other person, or

                                        5

<PAGE>

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

then, in any one or more of such cases, the Company shall give to the Holder (i)
at least 15 days'  prior  written  notice of the record date  selected  for such
dividend,  distribution or right or for determining rights to vote in respect of
any  such  reorganization,   reclassification,   merger,  consolidation,   sale,
transfer, disposition,  dissolution,  liquidation or winding up, and (ii) in the
case of any such reorganization,  reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up, at least 15 days'
prior written notice of the date when the same shall take place.  Such notice in
accordance  with the  foregoing  clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right,  the date on which the  holders of Common  Stock shall be entitled to any
such dividend,  distribution or right, and the amount and character thereof, and
(ii) the  date on  which  any  such  reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up is to take place and the time,  if any such time is to be fixed,  as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for securities or other  property  deliverable  upon such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up.  Each such  written  notice  shall be
sufficiently  given if addressed to the Holder at the last address of the Holder
appearing on the books of the Company and delivered in  accordance  with Section
11. The  failure  to give any  notice  required  by this  Section  6.2 shall not
invalidate any such corporate action.

                  6.3. Notice to  Stockholders.  The Holder shall be entitled to
the same rights to receive notice of corporation  action as any holder of Common
Stock.

                  7.  NO  IMPAIRMENT.  The  Company  shall  not by  any  action,
including,  without  limitation,  amending 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,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such  actions as may be  necessary  or  appropriate  to
protect  the rights of the  Holder  against  impairment.  Without  limiting  the
generality of the foregoing,  the Company will (a) not increase the par value of
any shares of Common Stock  receivable  upon the exercise of this Warrant  above
the  amount  payable  therefor  upon  such  exercise  immediately  prior to such
increase  in par  value,  (b)  take  all  such  action  as may be  necessary  or
appropriate  in order that the Company may validly and legally  issue fully paid
and nonassessable  shares of Common Stock upon the exercise of this Warrant, and
(c) use its best  efforts  to  obtain  all such  authorizations,  exemptions  or
consents from any public regulatory body having  jurisdiction  thereof as may be
necessary to enable the Company to perform its  obligations  under this Warrant.
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 the
Holder,  the  continuing  validity of this  Warrant and the  obligations  of the
Company hereunder.

                                        6

<PAGE>

                  8. LIMITED TRANSFERABILITY.

                  (a) The Holder  represents  that by accepting  this Warrant it
understands  that this Warrant and any  securities  obtainable  upon exercise of
this Warrant have not been registered for sale under Federal or state securities
laws and are  being  offered  and  sold to the  Holder  pursuant  to one or more
exemptions from the  registration  requirements of such securities  laws. In the
absence  of an  effective  registration  of  such  securities  or  an  exemption
therefrom,  any certificates for such securities shall bear the legend set forth
on the first page hereof.  The Holder understands that it must bear the economic
risk of its  investment  in this  Warrant  and any  securities  obtainable  upon
exercise of this Warrant for an  indefinite  period of time, as this Warrant and
such securities have not been registered  under Federal or state securities laws
and therefore  cannot be sold unless  subsequently  registered  under such laws,
unless an exemption from such registration is available.

                  (b) The Holder, by its acceptance of this Warrant,  represents
to the Company that it is acquiring this Warrant and will acquire any securities
obtainable  upon exercise of this Warrant for its own account for investment and
not with a view to, or for sale in connection with, any distribution  thereof in
violation of the  Securities  Act of 1933,  as amended  (the "Act").  The Holder
agrees that this  Warrant and any such  securities  may not be sold or otherwise
transferred unless (i) a registration statement with respect to such transfer is
effective  under the Act and any applicable  state  securities laws or (ii) such
sale or transfer is made pursuant to one or more exemptions from the Act.

                  (c) This  Warrant  may not be sold,  transferred,  assigned or
hypothecated  for six (6) months from the date hereof  except (i) to any firm or
corporation that succeeds to all or  substantially  all of the business of Maxim
Group,  LLC,  (ii) to any of the officers,  employees,  associates or affiliated
companies of Maxim Group,  LLC, or of any such successor firm, (iii) to any NASD
member  participating  in the  offering of the  Company's  Series A  Convertible
Preferred  Stock or any  officer or  employee of any such NASD member or (iv) in
the case of an individual, pursuant to such individual's last will and testament
or the laws of descent and  distribution,  and is so transferable  only upon the
books of the Company  which the Company  shall cause to be  maintained  for such
purpose.  The  Company  may treat the  registered  Holder of this  Warrant as it
appears on the Company's  books at any time as the Holder for all purposes.  The
Company  shall permit any Holder of a Warrant or its duly  authorized  attorney,
upon written request during ordinary business hours, to inspect and copy or make
extracts from its books showing the registered Holders of Warrant.  All Warrants
issued upon the  transfer or  assignment  of this Warrant will be dated the same
date as this Warrant, and all rights of the holder thereof shall be identical to
those of the Holder.

                  9.  LOSS,   ETC.,   OF  WARRANT.   Upon  receipt  of  evidence
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant, and of indemnity reasonably  satisfactory to the Company, if lost,
stolen or destroyed,  and upon surrender and  cancellation  of this Warrant,  if
mutilated,  the Company shall execute and deliver to the Holder a new Warrant of
like date, tenor and denomination.

                  10.  STATUS OF HOLDER.  This  Warrant does not confer upon the
Holder any right to vote or to consent to or receive  notice as a stockholder of
the Company, as such, in respect of any matters whatsoever,  or any other rights
or liabilities as a stockholder, prior to the exercise hereof.

                  11.  NOTICES.  No notice  or other  communication  under  this
Warrant shall be effective unless, but any notice or other  communication  shall
be  effective  and shall be deemed to have been given if, the same is in writing
and is mailed by first-class mail, postage prepaid, addressed to:

                                        7

<PAGE>

                  If to the Holder:  Maxim Group, LLC, 405 Lexington Avenue,
                                     New York, New York 10174; or


                  If to the Company: c/o Manhattan Pharmaceuticals, Inc.
                                     787 Seventh Avenue, 48th Floor,
                                     New York, New York 10019, Attn: Secretary


                  12. HEADINGS.  The headings of this Warrant have been inserted
as a matter of convenience and shall not affect the construction hereof.

                  13.  APPLICABLE  LAW.  This  Warrant  shall be governed by and
construed in accordance  with the laws of the State of New York,  without regard
to  principles  of conflicts  of law.  The parties  agree to settle any disputes
through binding arbitration in the city, county and State of New York.

                  14.  SUCCESSORS  AND ASSIGNS.  Subject to compliance  with the
provisions  of Section 8, this  Warrant and the rights  evidenced  hereby  shall
inure to the benefit of and be binding  upon the  successors  of the Company and
the  successors  and assigns of 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,  but nothing in this Warrant shall
be construed to give any person or corporation  or other entity,  other than the
Company and the Holder and their respective successors and assigns, any legal or
equitable right, remedy or cause under this Warrant.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.

                             SIGNATURE PAGE FOLLOWS.

                                        8

<PAGE>

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
signed by its  President  and its  corporate  seal to be  hereunto  affixed  and
attested by its Secretary this 5th day of November, 2003.

                                   MANHATTAN PHARMACEUTICALS, INC.



                                   By:  _________________________________
                                        Name: Leonard Firestone, MD
                                        Title:   President & CEO


ATTEST:

___________________________________
         Secretary

                                        9

<PAGE>

                                  SUBSCRIPTION

                  The   undersigned,   ___________________,   pursuant   to  the
provisions  of the  foregoing  Warrant,  hereby  elects to  exercise  the within
Warrant to the extent of purchasing  ____________________ shares of Common Stock
thereunder  and hereby makes  payment of  $___________  by certified or official
bank check in payment of the exercise price therefor.

                  The undersigned  hereby represents and warrants to the Company
that the  undersigned  is  acquiring  the shares of the  Company's  Common Stock
pursuant to exercise of the within  Warrant for  investment  purposes  only. The
undersigned  hereby further  acknowledges that the undersigned  understands that
such shares (a) have not been  registered  under the  Securities Act of 1933, as
amended, and are being issued to the undersigned by the Company in reliance upon
the  foregoing  representation  and warranty and (b) may not be resold except in
accordance with the requirements of the Act,  including Rule 144 thereunder,  if
applicable.  The undersigned  further consents to the placing of a legend on the
certificates for the shares being purchased to the foregoing effect.

Dated:_______________                       Signature:____________________

                                            Address:______________________


                                   ASSIGNMENT

                  FOR VALUE RECEIVED  _______________  hereby sells, assigns and
transfers  unto  ____________________  the  foregoing  Warrant  and  all  rights
evidenced    thereby,    and   does    irrevocably    constitute   and   appoint
_____________________,  attorney,  to  transfer  said  Warrant  on the  books of
Manhattan Pharmaceuticals, Inc.

Dated:_______________                       Signature:____________________

                                            Address:______________________



                                       10
<PAGE>


                                CASHLESS EXERCISE


                  The   undersigned   ___________________,   pursuant   to   the
provisions of the foregoing  Warrant,  hereby elects to exchange its Warrant for
___________________  shares  of Common  Stock,  par value  $.001 per  share,  of
Manhattan Pharmaceuticals,  Inc. pursuant to the Cashless Exercise provisions of
the Warrant.


Dated:_______________                       Signature:____________________

                                            Address:______________________



                               PARTIAL ASSIGNMENT


                  FOR  VALUE   RECEIVED   _______________   hereby  assigns  and
transfers unto  ____________________ the right to purchase _______ shares of the
Common Stock, no par value per share, of Pain  Management,  Inc.  covered by the
foregoing  Warrant,  and a  proportionate  part of said  Warrant  and the rights
evidenced    thereby,    and   does    irrevocably    constitute   and   appoint
____________________,  attorney,  to transfer  that part of said  Warrant on the
books of Manhattan Pharmaceuticals, Inc.


Dated:_______________                       Signature:____________________

                                            Address:______________________


                                       11
<PAGE>