EXHIBIT 4.2


The securities represented hereby have not been registered under the securities
act of 1933, as amended, or any state securities laws and neither the securities
nor any interest therein may be offered, sold, transferred, pledged or otherwise
disposed of except pursuant to an effective registration statement under such
act or such laws or an exemption from registration under such act and such laws,
which, in the opinion of counsel for the holder, which counsel and opinion are
reasonably satisfactory to counsel for the company, is available.

                       WARRANT TO PURCHASE COMMON STOCK OF
                            HYDRON TECHNOLOGIES, Inc.

Warrant Certificate No. 2003-_           Date:  _____________ ("Effective Date")

         For value received, Hydron Technologies, Inc., a New York corporation
(the "Company"), hereby grants to ________________________ (the "Holder") the
right to purchase, _________________________ (_______________) shares of common
stock of the Company, par value $.01 per share (the "Stock"), at the Warrant
Exercise Price per share (as defined below), subject to adjustment and the other
terms and conditions as set forth below, at any time or from time to time after
the date hereof and prior to 5:00 P.M. (Eastern Time) on ___________ (the
"Warrant Expiration Date").

         This warrant and all warrants hereafter issued in exchange or
substitution for this warrant are hereinafter referred to as the "Warrants."
this warrant, to the extent not exercised in the manner set forth herein, shall
terminate and become null and void at 5:00 P.M. (EASTERN TIME) ON THE WARRANT
EXPIRATION DATE.

         This Warrant is subject to the following terms and conditions:

     1.  Exercise; Issuance of Certificates; Payment for Shares.

            (a)      Exercise. This Warrant may be exercised, at the option of
                  the Holder, in whole or in part at any time prior to 5:00 P.M.
                  (Eastern Time) on the Warrant Expiration Date, by surrender to
                  the Company of this Warrant Certificate properly endorsed
                  together with the Form of Subscription attached hereto duly
                  filled in, executed and accompanied by payment of an amount
                  equal to the Warrant Exercise Price multiplied by the number
                  of shares of Stock for which the Warrant is being exercised.
                  Payment shall be in cash, wire transfer to the Company's bank
                  account, certified bank check or official bank or cashier's
                  check payable to the order of the Company.

            (b)      Certificates. The Company agrees that the shares of Stock
                  purchased on the exercise of each Warrant shall be deemed to
                  be issued as of the close of business on the date on which
                  this Warrant Certificate shall have been surrendered and
                  payment made for such shares of Stock. Issuance of the shares
                  of Stock shall be subject to compliance with all provisions of
                  the Securities Act of 1933, as amended (the "Securities Act"),
                  the Securities Exchange Act of 1934 (the "Exchange Act"), and
                  any relevant state securities law. Certificates for the
                  largest whole number of shares of Stock so purchased shall be
                  delivered to the Holder by the Company within ten business
                  days after this Warrant has been exercised. No fractional
                  shares of Stock shall be issued upon exercise of this Warrant.

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                  Each stock certificate so delivered shall be registered in the
                  name of the Holder or such other name as shall be designated
                  by the Holder, subject to the provisions of Sections 4 and 7
                  hereof. If prior to the Warrant Expiration Date, this Warrant
                  is exercised in part, one or more new Warrants substantially
                  in the form of, and on the terms contained in, this Warrant
                  Certificate will be issued for the covering the remaining
                  number shares of Stock the Holder hereof is entitled to
                  purchase.

            (c)      The exercise price shall be $1.00 per share.

     2.  Shares to be Fully Paid; Reservation of Shares. The Company covenants
and agrees that all shares of Stock that may be issued upon the exercise of this
Warrant will, upon issuance, be duly authorized, validly issued, fully paid and
nonassessable. The Company further covenants and agrees that during the period
within which this Warrant may be exercised, the Company will at all times have
authorized and reserved, and will keep available solely for issuance upon
exercise of this Warrant, a sufficient number of shares of Stock or other
securities and property as from time to time shall be receivable upon the
exercise of this Warrant. The Company shall provide that any successor
corporation shall reserve a sufficient number of shares or authorized but
unissued stock or other securities or set aside sufficient other property, as
the case may be, as provided for in this Section 2.

     3.  Adjustment of Warrant Exercise Price and Number of Shares; Events
         Requiring Notice; Changes in Stock.

            (a)   Method of Adjustment. The Warrant Exercise Price and the
                  number of shares of Stock purchasable hereunder shall be
                  subject to adjustment from time to time upon the occurrence of
                  the events described in Section 3(b). Upon each adjustment of
                  the Warrant Exercise Price, the Holder shall thereafter be
                  entitled to purchase, at the Warrant Exercise Price resulting
                  from such adjustment, the number of shares of Stock obtained
                  by multiplying the Warrant Exercise Price in effect
                  immediately prior to such adjustment by the number of shares
                  of Stock purchasable hereunder immediately prior to such
                  adjustment, and dividing the product thereof by the Warrant
                  Exercise Price resulting from such adjustment.

            (b)   Subdivision or Combination of Stock and Stock Dividend. In
                  case the Company shall at any time subdivide its outstanding
                  shares of Stock into a greater number of shares of Stock or
                  declare a dividend upon its Stock payable solely in shares of
                  Stock, the Warrant Exercise Price in effect immediately prior
                  to such subdivision or dividend shall be proportionately
                  reduced, and conversely, in case the outstanding shares of
                  Stock of the Company shall be combined into a smaller number
                  of shares of Stock, the Warrant Exercise Price in effect
                  immediately prior to such combination shall be proportionately
                  increased.

            (c)   Adjustments for Dividends in Securities other than Common
                  Stock. While this Warrant, or any portion hereof, remains
                  outstanding and unexpired, if the Holders of the Stock shall
                  have received, or, on or after the record date fixed for the
                  determination of eligible stockholders, shall have become
                  entitled to receive, without payment therefore, shares of
                  capital stock of a subsidiary of the Company by way of
                  dividend or otherwise, then in such case, this Warrant shall

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                  represent the right to acquire, in addition to the number of
                  shares receivable upon exercise of this Warrant, and without
                  payment of any additional consideration therefor, the amount
                  of capital stock of such subsidiary that the Holder would have
                  received if the Holder had exercised this Warrant prior to any
                  such capital stock distribution, provided, however, no
                  adjustment to the Warrant Exercise Price shall occur as a
                  result of any such dividend of capital stock of a subsidiary
                  of the Company.

            (d)   Notice of Adjustment. Upon any adjustment of the Warrant
                  Exercise Price and any increase or decrease in the number of
                  shares of Stock purchasable upon the exercise of this Warrant,
                  the Company promptly shall give written notice thereof to the
                  Holder, which shall state the Warrant Exercise Price resulting
                  from such adjustment and increase or decrease, if any, in the
                  number of shares of Stock purchasable hereunder at such price
                  setting forth in reasonable detail the method of calculation
                  and the facts upon which such calculation is based.

            (e)   Other Notices. If at any time:

                     (i)   the Company shall declare a dividend upon its Stock
                           payable in shares of capital stock of one of its
                           subsidiaries;
                     (ii)  there shall be any consolidation or merger of the
                           Company with another corporation, or sale of all or
                           substantially all of the Company's assets to another
                           corporation; or
                     (iii) 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
                  the Holder (x) at least thirty (30) days' prior written notice
                  of the date on which the books of the Company shall close or a
                  record date shall have occurred for such dividend or
                  distribution or for determining rights to vote in respect of
                  any such consolidation, merger, sale, dissolution, liquidation
                  or winding-up, and (y) in the case of any such consolidation,
                  merger, sale, dissolution, liquidation or winding-up, at least
                  twelve (12) calendar days' written notice of the date when the
                  same shall take place. Any notice given in accordance with
                  clause (x) above shall also specify, in the case of a dividend
                  or distribution, the date on which the holders of Stock shall
                  be entitled to receive the dividend or distribution. Any
                  notice given in accordance with clause (y) above shall also
                  specify the date on which the holders of the Stock shall be
                  entitled to exchange their Stock for securities or other
                  property deliverable upon such consolidation, merger, sale,
                  dissolution, liquidation or winding-up, as the case may be.
                  Notwithstanding anything contained herein to the contrary, if
                  the Holder does not exercise this Warrant prior to a record
                  date or the occurrence of an event described above, as
                  applicable, except as provided in Section 3(b), the Holder
                  shall not be entitled to receive the benefits accruing to
                  existing holders of the Stock in such event.

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     4.  Company Right to Purchase.

            (a)   Right to Purchase. The Holder hereby grants to the Company the
                  right to purchase this Warrant (in whole only and not in part)
                  for cash (the "Call Option") at a purchase price equal to
                  $0.001 per share of Common Stock for which this Warrant is
                  then exercisable (the "Call Price"); provided, however, that
                  the Call Option shall only be exercisable (i) if the Fair
                  Market Value of the Common Stock equals or exceeds $1.75 per
                  share and (ii) if a registration statement under the
                  Securities Act is effective on the "Call Date" (as defined
                  below) that registers all the Common Stock issuable upon the
                  exercise of this Warrant (the "Registrable Stock"). For the
                  purposes of this Section 4, the term "Fair Market Value" shall
                  mean the Sales Price for a share of Common Stock on a
                  particular date averaged over the ten consecutive trading day
                  immediately preceding date in question. The term "Sales Price"
                  as of any date means the average of the high and low sales
                  price on such date in the over-the-counter market as reported
                  by the National Association of Securities Dealers Automated
                  Quotation System, or if not so reported, as reported by the
                  National Quotation Bureau, Incorporated, or any successor
                  thereof, or if not so reported, the closing sales price as
                  furnished by any member of the National Association of
                  Securities Dealers, Inc. selected from time to time by the
                  Company for that purpose, or, if the Stock is listed or
                  admitted to trading on a national securities exchange, the
                  closing sales price, regular way, on the principal national
                  securities exchange on which the Stock is listed or admitted
                  to trading. The term "Call Date" means the date fixed by the
                  Company on which the Warrant may be called for repurchase by
                  the Company in accordance with this Section 4.

            (b)   Notice to Holder. If the Company elects to exercise its Call
                  Option pursuant to this Section 4, then at least fifteen (15)
                  business days but not more than sixty (60) business days
                  before the Call Date, the Company shall mail or cause to be
                  mailed a redemption notice (the "Notice") by first-class mail
                  to Holder at Holder's address as it appears on the books
                  maintained by the Company. The Notice shall state: (i) the
                  Call Date; (ii) the Call Price; (iii) the Exercise Price; (iv)
                  that this Warrant must be presented and surrendered to the
                  Company to collect the Call Price; (v) that this Warrant may
                  be exercised at any time before the close of business on the
                  fifth (5th) business day immediately preceding the Call Date
                  (the "Exercise Termination Date"); (vi) that, unless the
                  Company defaults in making the payment of the Call Price, the
                  only remaining right of Holder after the Exercise Termination
                  Date shall be to receive payment of the Call Price upon
                  presentation and surrender of this Warrant to the Company.

            (c)   Payment Upon Surrender of Warrant. If the Company elects to
                  exercise its Call Option pursuant to this Section 4, and the
                  Holder does not exercise this Warrant prior to the Exercise
                  Termination Date, then the Company shall pay the Call Price to
                  the Holder in accordance with the Notice upon presentation and
                  surrender by the Holder of this Warrant to the Company.

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            (d)   Transfer Restrictions. For a period ending on the earlier of
                  (x) one hundred eighty (180) days from the date hereof, or (y)
                  the effective date of a registration statement that includes
                  the Registrable Stock, the Holder may not sell, make any short
                  sale of, loan, hypothecate, pledge, grant any option for the
                  purchase of, or otherwise dispose or transfer for value or
                  otherwise agree to engage in any of the foregoing transactions
                  with respect to this Warrant or any shares of Common Stock
                  issuable upon exercise of this Warrant or any shares of the
                  Company's capital stock without the Company's prior written
                  consent. Notwithstanding the foregoing, the restrictions set
                  forth in the immediately preceding sentence will not apply to
                  any transfers by the Holder to any of the Holder's affiliates.
                  The Holder understands and acknowledges that, to enforce the
                  limitations of this paragraph (d) of Section 4, the Company
                  may impose stop-order instructions with respect to this
                  Warrant or any shares of Common Stock issuable upon exercise
                  of this Warrant or any other shares of the Company's capital
                  stock owned by the Holder until the end of the applicable
                  market stand-off period. The restrictions on transfer set
                  forth in this paragraph (d) of Section 4 are in addition to
                  the restrictions on transfer set forth in Sections 7.


     5.  Tax on Issuance. The issuance of certificates for shares of Stock upon
the exercise of this Warrant shall be made without charge to the Holder for any
issuance tax in respect thereof, provided, however, that the Company shall not
be required to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a name other than
that of the Holder.

     6.  No Voting or Dividend Rights. This Warrant does not confer upon the
Holder the right to vote or to consent or to receive notice as a stockholder of
the Company, in respect of meetings of stockholders for the election of
directors of the Company or any other matters or any rights whatsoever as a
stockholder of the Company prior to the exercise hereof. No cash dividends shall
be payable or accrue with respect to this Warrant or the shares of Stock
purchasable hereunder until, and only to the extent that, this Warrant shall
have been exercised.

     7.  Restrictions on Transferability; Compliance with Securities Act.

            (a)   The Holder may transfer or assign this Warrant, except that
                  the Company shall not be obligated to effect any transfer of
                  this Warrant unless a registration statement is in effect with
                  respect thereto under applicable state and Federal securities
                  laws or the Company has received an opinion from counsel to
                  the Holder, which opinion and counsel are reasonably
                  satisfactory to the Company that such registration is not
                  required and this Warrant is surrendered to the Company at its
                  principal office together with the Assignment Form annexed
                  hereto, duly completed and executed, and sufficient funds to
                  pay any transfer tax.

            (b)   The Company and any agent of the Company may treat the person
                  in whose name this Warrant Certificate is registered on the
                  Warrant Register maintained by the Company as the sole owner
                  and holder hereof for all purposes. This Warrant Certificate,
                  if properly assigned, may be exercised by a new holder without
                  first having a new Warrant Certificate issued.

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            (c)   A legend setting forth or referring to the above restrictions
                  shall be placed on this Warrant, any replacement hereof or any
                  certificate representing the Stock, and a stop transfer
                  restriction or order shall be placed on the books of the
                  Company and with any transfer agent until such securities may
                  be legally sold or otherwise transferred.

     8.  Modification and Waiver. This Warrant and any provision hereof may only
be changed, waived, discharged or terminated by an instrument in writing signed
by the Holder and the Company.

     9.  Notices. Any notice, request or other document required or permitted to
be given or delivered by the Holder or the Company hereunder shall be sent by
registered or certified mail, overnight express or facsimile (with a confirming
copy sent by one of the other methods) to the parties at the addresses provided
below or at any other address hereafter designated in writing by a party hereto
to the other party.

         Holder:




         The Company:

         Hydron Technologies, Inc.
         2201 W. Sample Road
         Building 9, Suite 7B
         Pompano Beach, FL 33073-3006
         Attention: Chief Financial Officer

         Any notice, request or other document shall be deemed to have been
         given upon receipt by the other party. Each party shall notify the
         other of any change in address within a reasonable time following such
         change.

     10. Descriptive Headings and Governing Law. The descriptive headings of the
several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. 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 Florida, without regard to conflicts of
law principles.

     11. Lost Warrant Certificates or Stock Certificates. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant Certificate or any stock certificate deliverable
upon the exercise hereof and, in the case of any such loss, theft or

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destruction, upon receipt of an indemnity and, if requested, bond reasonably
satisfactory to the Company, or in the case of any such mutilation, upon
surrender and cancellation of this Warrant or such stock certificate, the
Company, at its expense, shall make and deliver a new Warrant or stock
certificate of like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.

     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed as of the date first above written.

                                       HYDRON TECHNOLOGIES, INC.



                                       By: ________________________________


                                       Name: ______________________________


                                       Title: _____________________________



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                              FORM OF SUBSCRIPTION

                 (To be signed only upon exercise of a Warrant)

TO: HYDRON TECHNOLOGIES, INC.

         The undersigned, the holder of Warrant Certificate No. 2003 - ____
relating to purchase of _____________________ shares of Common Stock of the
Company, par value $.01 per share, hereby elects to exercise the Warrant to
purchase ___________ shares of Common Stock for $1.00 per share, totaling an
aggregate purchase price of $________-______, and requests that certificates for
these shares be issued in the name of, and delivered to,
________________________________________________ whose address is
__________________________________________________________________________.


Dated: __________________


                                       _________________________________________
                                       Signature

                                       _________________________________________
                                       Name (name must conform to name of Holder
                                       as specified on the face of the Warrant)


                                       _________________________________________


                                       _________________________________________
                                       Address



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                               FORM OF ASSIGNMENT

                    (To be signed only on transfer of Warrant
                 in accordance with the provisions of Section 7
                           of the Warrant Certificate)

For value received, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the Warrant to
purchase ____________ shares of Common Stock of Hydron Technologies, Inc., par
value $.01 per share to which the Warrant relates and directs Hydron
Technologies, Inc. to transfer such rights on its books and records.


Dated: __________________



                                       _________________________________________
                                       Signature

                                       _________________________________________
                                       Name (name must conform to name of Holder
                                       as specified on the face of the Warrant)


                                       _________________________________________


                                       _________________________________________
                                       Address



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