EXHIBIT 10.3


THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"), OR APPLICABLE STATE
SECURITIES  LAWS  (THE  "STATE  ACTS"),  AND  SHALL  NOT BE  SOLD  OR  OTHERWISE
TRANSFERRED  BY THE HOLDER  EXCEPT BY  REGISTRATION  OR PURSUANT TO AN EXEMPTION
FROM  REGISTRATION  UPON THE ISSUANCE TO THE COMPANY OF AN OPINION OF COUNSEL OR
OTHER  EVIDENCE  REASONABLY  SATISFACTORY  TO THE COMPANY TO THE EFFECT THAT ANY
SUCH  TRANSFER  SHALL NOT BE IN  VIOLATION OF THE  SECURITIES  ACT AND THE STATE
ACTS.

                                     WARRANT

                                       TO

                              PURCHASE COMMON STOCK

                                       OF

                           ELITE PHARMACEUTICALS, INC.

         This  certifies  that,  for  good  and  valuable  consideration,  Elite
Pharmaceuticals,   Inc,  a  Delaware  corporation  (the  "COMPANY"),  grants  to
[_________].  or its  registered  assigns  (the  "WARRANTHOLDER"),  the right to
subscribe  for and  purchase  from the  Company  100,000  shares  (the  "WARRANT
SHARES") of common  stock,  par value $0.01 per share,  of the Company  ("COMMON
STOCK") at the  exercise  price of $2.00 per share  (subject  to  adjustment  as
provided herein, the "EXERCISE  PRICE").  This Warrant shall be exercisable from
and after 9:00 A.M., Eastern Standard Time on December 3, 2003 but no later than
December  2,  2008 to and  including  5:00 P.M.  (the  "EXPIRATION  DATE").  The
Exercise Price and the number of Warrant  Shares are subject to adjustment  from
time to time as provided in Section 6.

SECTION 1.    EXERCISE OF WARRANT; LIMITATION ON EXERCISE; TAXES;
              TRANSFER; DIVISIBILITY.

         1.1. EXERCISE OF WARRANT.  This Warrant is immediately  exercisable and
may be exercised, in whole or in part, at any time on or prior to the Expiration
Date.  The  rights   represented  by  this  Warrant  may  be  exercised  by  the
Warrantholder  of  record,  in  whole  or in part,  from  time to  time,  by (a)
surrender of this Warrant,  accompanied by the Exercise Form annexed hereto (the
"EXERCISE FORM") duly executed by the Warrantholder of record and specifying the
number of Warrant  Shares to be  purchased  to the Company at its offices at 165
Ludlow  Avenue,  Northvale,  New Jersey 07647 (or such other office or agency of
the Company as it may designate by notice to the Warrantholder at the address of
such Warrantholder appearing on the books of the Company) during normal business
hours on any day (a  "BUSINESS  DAY") other than a Saturday,  Sunday or a day on
which the American Stock Exchange is authorized to close or on which the Company
is otherwise  closed for business but not later than 5:00 P.M. on the Expiration
Date;  (b) payment of the Exercise  Price by (i) delivery to the Company in cash
or by certified or official bank check in New York Clearing  House

<PAGE>

Funds, of an amount equal to the Exercise Price for the number of Warrant Shares
specified in the Exercise Form or (ii) notice that the  Warrantholder  elects to
effect a cashless  exercise as  contemplated  by  subsection  1.5,  and (c) such
documentation  as to the identity  and  authority  of the  Warrantholder  as the
Company may  reasonably  request.  Such  Warrant  Shares  shall be deemed by the
Company to be issued to the  Warrantholder  as the record holder of such Warrant
Shares as of the close of business on the date on which this Warrant  shall have
been  surrendered  and  payment  made  for  the  Warrant  Shares  as  aforesaid.
Certificates  for the Warrant  Shares  specified in the  Exercise  Form shall be
delivered  to  the   Warrantholder   as  promptly  as  practicable.   The  stock
certificates so delivered shall be in  denominations  as may be specified by the
Warrantholder  and  shall be  issued  in the name of the  Warrantholder  or,  if
permitted by subsection 1.4 and in accordance with the provisions thereof,  such
other name as shall be  designated  in the Exercise  Form. If this Warrant shall
have been exercised only in part, the Company shall,  at the time of delivery of
the  certificates  for the Warrant  Shares,  deliver to the  Warrantholder a new
Warrant  evidencing the rights to purchase the remaining  Warrant Shares,  which
new Warrant shall in all other respects be identical with this Warrant.

         1.2. LIMITATION ON EXERCISE.  If this Warrant is not exercised prior to
5:00 P.M. on the  Expiration  Date,  this  Warrant,  or any new  Warrant  issued
pursuant to subsection 1.1, shall cease to be exercisable and shall become void,
and all rights of the Warrantholder hereunder shall cease.

         1.3.  PAYMENT OF TAXES. The issuance of certificates for Warrant Shares
shall be made  without  charge to the  Warrantholder  for any stock  transfer or
other issuance tax in respect thereto; PROVIDED, HOWEVER, that the Warrantholder
shall be  required  to pay any and all taxes  which may be payable in respect to
any  transfer  involved in the issuance  and  delivery of any  certificates  for
Warrant Shares in a name other than that of the then  Warrantholder as reflected
upon the books of the Company.

         1.4.  RESTRICTIONS  ON  TRANSFER.  Neither  this Warrant nor any of the
Warrant Shares may be transferred or sold except in compliance  with  applicable
United States federal and state securities laws. Subject to the foregoing,  this
Warrant and all rights hereunder are  transferable,  in whole or in part, by the
Warrantholder  and any such transfer is registrable at the office of the Company
by the  holder  hereof  in  person  or by its  duly  authorized  attorney,  upon
surrender of this Warrant in accordance with Section 3 hereof.

         1.5.  CASHLESS  EXERCISE.  At  the  option  of the  Warrantholder,  the
Warrantholder may exercise this Warrant,  without a cash payment of the Exercise
Price,  through a reduction in the number of Warrant  Shares  issuable  upon the
exercise of the Warrant.  Such reduction may be effected by designating that the
number of the shares of Common  Stock  issuable to the  Warrantholder  upon such
exercise  shall be  reduced  by the number of shares  having an  aggregate  Fair
Market  Value as of the date of  exercise  equal to the amount of the  aggregate
Exercise  Price for such exercise as to the number of shares to be issued to the
Warrant  holder upon such  exercise.  For  purposes of this  Warrant,  the "FAIR
MARKET  VALUE" of any Common Stock on any date in question  shall be the closing
sale price of the Common Stock on the principal  stock  exchange or stock market
on which the Common Stock is traded on the Business  Day  immediately  preceding
such  date (or if there  is not  trading  on such  date,  on the next  preceding

                                      -2-
<PAGE>

Business Day on which there was trading in the Common  Stock),  as quoted in THE
WALL STREET JOURNAL.  If the Common Stock is not listed or qualified for trading
on a stock  exchange or stock  market at such time,  then the Fair Market  Value
shall be determined  in good faith by the Board of Directors of the Company.  In
connection with any cashless  exercise,  no cash or other  consideration will be
paid by the  Warrantholder  in  connection  with such  exercise  other  than the
surrender of the Warrant itself, and no commission or other remuneration will be
paid or given by the  Warrantholder  or the  Company  in  connection  with  such
exercise.

Section 2.     RESERVATION AND LISTING OF SHARES.

         All Warrant  Shares issued upon the exercise of the rights  represented
by this Warrant  shall,  upon issuance and payment of the Exercise Price in cash
or pursuant to subsection 1.5, be validly issued,  fully paid and  nonassessable
and  free  from  all  taxes,  liens,  security  interests,   charges  and  other
encumbrances with respect to the issuance thereof other than taxes in respect of
any transfer occurring  contemporaneously with such issuance.  During the period
within which this Warrant may be exercised,  the Company shall at all times have
authorized and reserved,  and keep available and free from preemptive or similar
rights,  a  sufficient  number  of shares of  Common  Stock to  provide  for the
exercise of this Warrant.

SECTION 3.     EXCHANGE, LOSS OR DESTRUCTION OF WARRANT.

         If permitted by subsection  1.4, upon  surrender of this Warrant to the
Company with a duly executed  instrument of assignment  and funds  sufficient to
pay any transfer tax, the Company shall,  without charge,  execute and deliver a
new Warrant of like tenor in the name of the assignee  named in such  instrument
of assignment and this Warrant shall  promptly be canceled.  Upon receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction  or mutilation of this Warrant and, if requested by the Company,  an
agreement to indemnify the Company for any loss resulting from the Warrant to be
replaced, the Company will execute and deliver a new Warrant of like tenor.

Section 4.     OWNERSHIP OF WARRANT.

         The  Company may deem and treat the person or entity in whose name this
Warrant  is  registered  as the  holder and owner  hereof  (notwithstanding  any
notations of ownership or writing  hereon made by anyone other than the Company)
for all purposes and shall not be affected by any notice to the contrary,  until
presentation  of this  Warrant  for  registration  of  transfer  as  provided in
subsection 1.1 or in Section 3.

Section 5.     CERTAIN ADJUSTMENTS.

         The Exercise Price at which Warrant  Shares may be purchased  hereunder
and the  number of  Warrant  Shares to be  purchased  upon  exercise  hereof are
subject to change or adjustment as follows:

         5.1. NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or the
Exercise  Price of such Warrant  Shares is  adjusted,  as herein  provided,  the
Company  shall

                                      -3-
<PAGE>

promptly send by first class mail, postage prepaid, to the Warrantholder, notice
of such adjustment.

         5.2.  PRESERVATION  OF PURCHASE RIGHTS UPON MERGER,  CONSOLIDATION.  In
case of any  consolidation  of the Company  with or merger of the  Company  into
another  entity or in case of any sale,  transfer or lease to another  entity of
all or  substantially  all the assets,  the  Warrantholder  shall have the right
thereafter  upon payment of the Exercise  Price in effect  immediately  prior to
such  action to receive  upon  exercise  of this  Warrant the kind and amount of
shares and other securities and property which a holder of a number of shares of
Common Stock equal to the number as to which this Warrant is exercised  would be
entitled to receive after the  happening of such  consolidation,  merger,  sale,
transfer or lease had this  Warrant  been  exercised  immediately  prior to such
action,  subject to future  adjustments,  which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 5. The provisions of
this subsection 5.2 shall apply similarly to successive consolidations, mergers,
sales, transfers or leases.

         5.3.  ADJUSTMENTS.

               (a)  STOCK DIVIDENDS, DISTRIBUTIONS OR SUBDIVISIONS. In the event
                    the Company  shall issue  additional  shares of Common Stock
                    pursuant   to  a   stock   dividend,   stock   distribution,
                    subdivision,  share split or reclassification,  concurrently
                    with the  effectiveness of such event, the Exercise Price in
                    effect   immediately   prior   to  such   event   shall   be
                    proportionately  decreased with the number of Warrant Shares
                    purchasable upon exercise of this Warrant  immediately prior
                    to such  event  and the  number  of  shares  underlying  the
                    Warrant shall be proportionately increased.

               (b)  COMBINATIONS OR CONSOLIDATIONS. In the event the outstanding
                    shares of Common Stock shall be combined or consolidated, by
                    reclassification,  reverse split or otherwise, into a lesser
                    number  of shares of  Common  Stock,  concurrently  with the
                    effectiveness  of such event,  the Exercise  Price in effect
                    immediately  prior to such  event  shall be  proportionately
                    increased and the number of Warrant Shares  purchasable upon
                    exercise  of this  Warrant  immediately  prior to such event
                    shall be proportionately decreased.

Section 6.     REGISTRATION RIGHTS.

         6.1.  PIGGYBACK  REGISTRATION. If at any time or from time to time, the
Company shall  register the sale of any of its Common Stock under the Securities
Act of 1933 (the "SECURITIES  ACT") for its own account or the account of any of
its security  holders,  other than a registration on Form S-8 relating solely to
an employee  benefit plan or a  registration  on Form S-4  relating  solely to a
transaction under Rule 145 of the Securities Act, the Company will:

         (i)   give to the initial Warrantholder and each other person or entity
               who holds  all or

                                      -4-
<PAGE>

               any portion of this Warrant or the Warrant  Shares  (collectively
               with the initial  Warrantholder,  the  "HOLDERS")  written notice
               thereof as soon as practicable  prior to filing the  registration
               statement or offering statement,  but in any event not later than
               10 days prior to such filing; and

         (ii)  on behalf of all entities requesting  inclusion in such offering,
               include the Registrable Securities (as defined in Section 6.2) in
               the offering and may condition such offer on their  acceptance of
               any other reasonable conditions  (including,  without limitation,
               if such offering is  underwritten,  that such requesting  holders
               agree in  writing to enter into an  underwriting  agreement  with
               customary  terms).  If  the  representative  of  the  underwriter
               advises the Company in writing that marketing  factors  require a
               limitation  on the  number  of  shares  to be  underwritten,  the
               numbers  of  shares  to  be  included  in  the   underwriting  or
               registration shall be allocated first to the Company,  second, to
               the  Company's   Security  holders  that  triggered  the  instant
               registration  (the "TRIGGERING  HOLDERS") and thereafter shall be
               allocated among the Holders and other security holders requesting
               inclusion  in the offering pro rata on the basis of the number of
               shares each requesting  Holder and other security holder requests
               to be  included  bears  to the  total  number  of  shares  of all
               requesting  holders  that have been  requested  to be included in
               such offering (to the extent not included as a Tiggering Holder).
               If a person  who has  requested  inclusion  in such  offering  as
               provided   above  does  not  agree  to  the  terms  of  any  such
               underwriting,  such person shall be excluded therefrom by written
               notice from the Company or the  underwriter.  The  securities  so
               excluded   shall  also  be  withdrawn   from   registration,   if
               applicable.

         6.2.  REGISTRABLE  SECURITIES.  For the purposes of this Section 6, the
term  "REGISTRABLE  SECURITIES" shall mean any Warrant Shares issued or issuable
to a Holder upon exercise of its Warrant, any shares of Common Stock issued to a
Holder as a dividend on its Warrant Shares, and any other shares of Common Stock
distributable on, with respect to, or in replacement of or substitution for such
Registrable Securities,  including those that have been transferred as permitted
under this Warrant, except for those that have been sold or transferred pursuant
to an effective  registration statement or as may be resold pursuant to Rule 144
under the Securities Act.

         6.3.  OBLIGATIONS OF A HOLDER AND OTHERS IN A REGISTRATION. Each Holder
agrees  to  timely  furnish  such  information  regarding  such  person  and the
securities  sought to be registered and to take such other action as the Company
may  reasonably  request,  including  the entering  into of  agreements  and the
providing of documents,  in connection with the registration or qualification of
such securities  and/or the compliance of such  registration  statement with all
applicable  laws.  Such Holders  severally  agree that, in  connection  with any
offering undertaken pursuant to subsection 6.1, the Company shall have the right
to,  if it  deems an  underwriter  or  underwriters  necessary  or  appropriate,
designate such underwriter(s). If the registration involves an underwriter, each
participating  Holder agrees, upon the request of such underwriter,  not to sell
any  unregistered  securities of the Company for a period of 120 days  following
the effective date of the registration  statement for such offering and to enter
into an underwriting agreement with such underwriters containing customary terms
and provisions.

                                      -5-
<PAGE>

         6.4.  INDEMNIFICATION.

         (a)  Subject to applicable law, the Company will indemnify each Holder,
each underwriter and each person controlling such Holder or underwriter  against
all claims, losses, damages and liabilities,  including legal and other expenses
reasonably incurred,  arising out of any untrue or allegedly untrue statement of
a material  fact  contained in the  registration  statement,  or any omission or
alleged  omission  to  state  a  material  fact  required  to be  stated  in the
registration   statement  or  necessary  to  make  any  statements  therein  not
misleading,  or arising out of any  violation  by the Company of the  Securities
Act,  any  state  securities  or  "blue  sky"  laws  or any  applicable  rule or
regulation,  except with respect to an untrue statement or omission contained in
any information or affidavit furnished in writing by the Holder for inclusion in
such registration statement.

         (b) Subject to applicable law, each Holder,  severally and not jointly,
will indemnify the Company, and each person controlling the Company, against all
claims,  losses,  damages and  liabilities,  including  legal and other expenses
reasonably incurred,  arising out of any untrue or allegedly untrue statement of
a material  fact  contained  in the  registration  statement,  or required to be
stated  in the  registration  statement  or  necessary  to make  the  statements
contained therein not misleading,  to the extent,  but only to the extent,  that
such untrue  statement or omission is contained in any  information or affidavit
furnished in writing by such Holder to the Company specifically for inclusion in
such registration statement.

         6.5.  TRANSFER OF REGISTRATION  RIGHTS.  The  registration  rights of a
Holder  under  Section  6  hereof  shall  automatically  be  transferred  to any
transferee  of this  Warrant,  or any  portion  thereof,  or of any  Registrable
Securities,  without any notice or other  action by the  transferring  Holder of
such transferee.  Any such transferee will be deemed to be a Holder for purposes
of this Section 6, and as a condition precedent to such transferee's exercise of
its rights  hereunder,  such  transferee  must agree to be bound by the terms of
this Section 6.

         6.6. EXPENSES OF REGISTRATION. The expenses incurred in connection with
registrations  pursuant to this Section 6, namely all registration fees, federal
and  state  filing  and  qualification   fees,   printing  expenses,   fees  and
disbursements  of counsel for the Company and expenses of any special  audits of
the  Company's   financial   statements   incidental  to  or  required  by  such
registration,  shall be borne by the Company,  except that the Company shall not
be  required  to pay the fees and  disbursements  of  counsel  for the Holder or
Holders or  underwriters'  discounts  or  commissions  relating  to  Registrable
Securities being sold by any Holders.

Section 7.     MISCELLANEOUS.

         7.1. ENTIRE  AGREEMENT.  This Warrant  constitutes the entire agreement
between the Company and the  Warrantholder  with respect to this Warrant and the
Warrant Shares.

         7.2. BINDING EFFECTS; BENEFITS. This Warrant shall inure to the benefit
of and  shall be  binding  upon the  Company  and the  Warrantholder  and  their
respective heirs, legal representatives, successors and assigns. Nothing in this
Warrant,  expressed or implied,  is

                                      -6-
<PAGE>

intended to or shall confer on any person or entity other than the Company,  the
Warrantholder and their respective heirs, legal  representatives,  successors or
assigns, any rights, remedies,  obligations or liabilities under or by reason of
this Warrant.

         7.3.  AMENDMENTS. This Warrant may not be modified or amended except by
a written instrument signed by the Company and the Warrantholder.

         7.4.  SECTION  AND OTHER  HEADINGS.  The  section  and  other  headings
contained  in this  Warrant  are for  reference  purposes  only and shall not be
deemed to be a part of this  Warrant or to affect the meaning or  interpretation
of this Warrant.

         7.5.  FURTHER  ASSURANCES.  Each of the Company  and the  Warrantholder
shall do and  perform all such  further  acts and things and execute and deliver
all such other  certificates,  instruments  and/or documents as any party hereto
may reasonably  request in connection  with the performance of the provisions of
this Warrant.

         7.6.  NOTICES. All demands,  requests, notices and other communications
required or permitted to be given under this Warrant  shall be writing and shall
be deemed to have been duly given if  delivered  personally,  sent by  confirmed
facsimile or sent by United  States  certified or  registered  first class mail,
postage  prepaid,  to the parties  hereto at the following  addresses or at such
other address as any party hereto shall hereafter specify by notice to the other
party hereto:

         (a)   if to the Company, addressed to:

                       Elite Pharmaceuticals, Inc.
                       165 Ludlow Avenue
                       Northvale, New Jersey 07647
                       Attention:  Chief Executive Officer

         (b)   If to the Warrantholder,  addressed to the address of such person
               appearing on the books of the Company.

         Except  as  otherwise  provided  herein,  all such  demands,  requests,
notices and other  communications  shall be deemed to have been  received on the
date of personal delivery thereof, the sending of confirmed facsimile thereof or
on the third Business Day after the mailing thereof.

         7.7.  SEPARABILITY.  Any term or  provision  of this  Warrant  which is
invalid  or  unenforceable  in any  jurisdiction  shall be  ineffective  in such
jurisdiction  to the  extent  of such  invalidity  or  unenforceability  without
rendering  invalid or unenforceable  any other term or provision of this Warrant
or affecting the validity or enforceability of any of the terms or provisions of
this Warrant in any other jurisdiction.

         7.8.  FRACTIONAL  SHARES.  No fractional  shares or scrip  representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company shall pay to the  Warrantholder an amount in cash equal to such fraction
multiplied by the Fair Market Value of a share of Common Stock as

                                      -7-
<PAGE>

of the date of such exercise.

         7.9.  GOVERNING LAW. This Warrant shall be  interpreted  and the rights
and liabilities of the parties hereto  determined in accordance with the laws of
the United States  applicable  thereto and the internal laws of the State of New
York (other than its choice of law rules). The Company and Warrantholder consent
that all  service of process  may be made by  registered  mail  directed to such
party at its address set forth in subsection 7.6 above.

         7.10. COUNTERPARTS.   This  Warrant  may  be  separately  executed   in
counterparts and by the different parties hereto in separate counterparts,  each
of  which  when so  executed  shall be  deemed  to  constitute  one and the same
Warrant.

                                      -8-
<PAGE>

         IN WITNESS  WHEREOF,  the Company and the  initial  Warrantholder  have
         caused this Warrant to be signed by their duly  authorized  officers as
         of the _____ day of December, 2003.


                                     ELITE PHARMACEUTICALS, INC.

                                     By:
                                         -----------------------------------
                                         Bernard Berk, Chief Executive Officer

                                     [                   ]
                                      -------------------

                                     By:
                                         -----------------------------------
                                         Name:
                                         Title:

                                      -9-
<PAGE>

                           ELITE PHARMACEUTICALS, INC.

                              WARRANT EXERCISE FORM

                     (To be executed upon exercise Warrant)

         The undersigned,  the record holder of this Warrant, hereby irrevocably
elects to exercise the right, represented by this Warrant, to purchase _________
of the Warrant  Shares and herewith pays the Exercise  Price in accordance  with
the terms of this Warrant by (check one):

         [ ]  tendering  payment for such  Warrant  Shares to the order of ELITE
PHARMACEUTICALS, INC. in the amount of $______________.

         { ]  surrendering  the  undersigned's  purchase  rights with respect to
______ Warrant  Shares,  having an aggregate Fair Market Value as of the date of
this  exercise  of  $________________,  which  equals or exceeds  the  aggregate
Exercise Price of the Warrant Shares being purchased, as permitted by subsection
1.6 of the Warrant.  (The Company shall refund to the  Warrantholder in cash any
such excess value,  not to exceed 99.9% of the Fair Market Value of one share of
Common Stock).

         The  undersigned  requests  that a certificate  for the Warrant  Shares
being  purchased be  registered  in the name of  ________________  and that such
certificate be delivered to _____________.


Date _____________                            Signature ________________________

<PAGE>

                               FORM OF ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
all of the rights of the undersigned  under the within Warrant,  with respect to
the number of shares of Common Stock covered thereby set forth below, to:


                      Name of Assignee       Address        No. of Shares
                      ---------------------------------------------------










and hereby irrevocable  constitutes and appoints  ________________  as agent and
attorney-in-fact to transfer said Warrant on the books of Elite Pharmaceuticals,
Inc., with full power of substitution in the premises.


Dated
      -------------------

In the presence of

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

                                       Name:
                                             -----------------------------------
                                       Signature:
                                                  ------------------------------
                                       Title of Signing Offer or Agent (if any):


                                       Address:
                                                --------------------------------

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

                                       Note:    The   above   signature   should
                                                correspond  with the name on the
                                                face of the within Warrant.