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                                                                     EXHIBIT 4.2



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

                        WARRANT TO PURCHASE A MAXIMUM OF
                            SHARES OF COMMON STOCK OF
                              NEOTHERAPEUTICS, INC.
                         (VOID AFTER SEPTEMBER 9, 2003)

         This certifies that Leasing Technologies International, Inc., its
permitted, successors or assigns (the "Holder"), for value received, is entitled
to purchase from NEOTHERAPEUTICS, INC., a Delaware corporation (the "Company"),
a maximum of 13,459.00 fully paid and nonassessable shares of the Company's
Common Stock ("Common Stock") for cash at a price of $7.43 per share (the "Stock
Purchase Price") at any time or from time to time up to and including 5:00 p.m.
(Pacific time) on September 9, 2003, (the "Expiration Date"), upon surrender to
the Company at its principal office at 157 Technology Drive, Irvine, CA 92618
(or at such other location as the Company may advise 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 Stock
Purchase Price for the number of shares for which this Warrant is being
exercised determined in accordance with the provisions hereof. The Stock
Purchase Price and the number of shares purchasable hereunder are subject to
adjustment as provided in Section 3 of this Warrant.

         This Warrant is subject to the following terms and conditions:

         1. Exercise; Issuance of Certificates; Payment of Shares. (a) Unless an
election is made pursuant to clause (b) of this Section 1, this Warrant is
exercisable at the option of the Holder of record hereof, at any time or from
time to time, up to the Expiration Date for all and any part of the shares of
Common Stock (but not for a fraction of a share) which may be purchased
hereunder, for the Stock Purchase Price multiplied by the number of shares to be
purchased. The Company agrees that the shares of Common Stock purchased under
this Warrant shall be and are deemed to be issued to the Holder hereof as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares.
Certificates for the shares of Common Stock 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 within a reasonable time after the rights represented by this
Warrant have been so exercised. Except as provided in clause (b) of this Section
1, in case of a purchase of less than all the shares which may be purchased
under this Warrant, the Company shall cancel this Warrant and execute and
deliver a new Warrant or Warrants of like tenor for the balance of the shares
purchasable under the Warrant surrendered upon such purchase to the Holder
hereof within a reasonable time. Each stock certificate so delivered shall be in
such denominations of Common Stock as may be requested by the Holder hereof and
shall be registered in the name of such Holder or, subject to the provisions of
Section 8 hereof, such other name as shall be designated by such Holder.


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         (b) The Holder, in lieu of exercising this Warrant by the payment of
the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at
any time on or before the Expiration Date, to receive that number of shares of
Common Stock equal to the quotient of: (i) the difference between (A) the Per
Share Price (as hereinafter defined) of the Common Stock, less (B) the Stock
Purchase Price then in effect, multiplied by the number of shares of Common
Stock the Holder would otherwise have been entitled to purchase hereunder
pursuant to clause (a) of this Section 1 (or such lesser number of shares as the
Holder may designate in the case of a partial exercise of this Warrant) over
(ii) the Per Share Price.

         (c) For purposes of clause (b) of this Section 1, "Per Share Price"
means the greater of (A) the average of the closing sale prices of the Company's
Common Stock as quoted by NASDAQ or listed on any exchange, whichever is
applicable, as published in the Western Edition of The Wall Street Journal for
the ten (10) trading days prior to the date of the Holder's election hereunder
or if applicable, (B) the gross sales price of one share of the Company's Common
Stock pursuant to a registered public offering or that amount which shareholders
of the Company will receive for each share of Common Stock pursuant to a
registered public offering or that amount which shareholders of the Company will
receive for each share of Common Stock pursuant to a merger, reorganization or
sale of assets. If the Company's Common Stock is not quoted by NASDAQ or listed
on an exchange, the Per Share Price of the Common Stock shall be determined in
good faith by the Company's Board of Directors.

         2. Shares to be Fully Paid; Reservation of Shares. The Company
covenants and agrees that all shares of Common Stock which may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance, be
duly authorized, validly issued, fully paid and nonassessable and free from all
preemptive rights of any shareholder and free of all taxes, liens and charges
with respect to the issue thereof. The Company further covenants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized and reserved, for the
purpose of issue or transfer upon exercise of the subscription rights evidenced
by this Warrant, a sufficient number of shares of authorized but unissued Common
Stock, or other securities and property, when and as required to provide for the
exercise of the rights represented by this Warrant. The Company will take all
such action as may be necessary to assure that such shares of Common Stock may
be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any domestic securities exchange upon
which the Common Stock may be listed. The Company will not take any action which
would result in any adjustment (pursuant to Section 3 hereof) of the Stock
Purchase Price if the total number of shares of Common Stock issuable after such
action, together with all shares of Common Stock then outstanding and then
issuable upon exercise of all options and upon the conversion of all convertible
securities then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company's Articles of Incorporation.

         3. Adjustment of Stock Purchase Price and Number of Shares. The Stock
Purchase Price and the number of shares purchasable upon the exercise of this
Warrant shall be subject to adjustment from time upon the occurrence of certain
events described in this Section 3. Upon each adjustment of the Stock Purchase
Price, the Holder of this Warrant shall thereafter be entitled to purchase, at
the Stock Purchase Price resulting from such adjustment, the number of shares
obtained by multiplying the Stock Purchase 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 Stock Purchase
Price resulting from such adjustment.


<PAGE>

                  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 Stock Purchase Price in effect immediately prior
to such subdivision shall be proportionately reduced, and conversely, in case
the outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares, the Stock Purchase Price in effect immediately prior
to such combination shall be proportionately increased.

                  3.2 Dividends in Common Stock, Other Stock, Property,
Reclassification. If at any time or from time to time the holders of Common
Stock (or any shares of Stock or other securities at the time receivable upon
the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefor,

                  (a) Common Stock or any shares of stock or other securities
which are at any time directly or indirectly convertible into or exchangeable
for Common Stock, or any rights or options to subscribe for, purchase or
otherwise acquire any of the foregoing by way of dividend or other distribution,

                  (b) any cash paid or payable otherwise than as a cash dividend
at a rate which is substantially consistent with past practice (or in the case
of an initial dividend, at a rate which is substantially consistent with
industry practice), or

                  (c) Common Stock or other or additional stock or other
securities or property (including cash) by way of spinoff, split-up,
reclassification, combination of shares or similar corporate rearrangement,
(other than shares of Common Stock issued as a stock split, adjustments in
respect of which shall be covered by the terms of Section 3.1 above), then and
in each such case, the Holder hereof shall, upon the exercise of this Warrant,
be entitled to receive, in addition to the number of shares of Common Stock
receivable thereupon, and without payment of any additional consideration
therefor, the amount of stock and other securities and property (including cash
in the cases referred to in clauses (b) and (c) above) which such Holder would
hold on the date of such exercise had he been the holder of record of such
Common Stock as of the date on which holders of Common Stock received or became
entitled to receive such shares and/or all other additional stock and other
securities and property.

                  3.3 Reorganization, Reclassification, Consolidation, or
Merger. If any capital reorganization of the capital stock of the Company, or
any consolidation or merger of the Company with another corporation, or the sale
of all or substantially all of its assets to another corporation shall be
effected in such a way that holders of Common Stock shall be entitled to receive
stock, securities or assets with respect to or in exchange for Common Stock,
then, as a condition of such reorganization, reclassification, consolidation,
merger of sale, 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 the Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby) such shares
of stock, securities or assets 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 such case,
appropriate provision shall be made with resect 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 Stock Purchase Price and
of the number of shares purchasable and receivable upon the exercise of this
Warrant) 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. The


<PAGE>

Company will not effect any such consolidation, merger or sale unless, prior to
the consummation thereof, the successor corporation (if other than the Company)
resulting from such consolidation or the corporation purchasing such assets
shall assume by written instrument, executed and mailed or delivered to the
registered Holder hereof at the last address of such Holder appearing on the
books of the Company, the obligation to deliver to such Holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions,
such Holder may be entitled to purchase.

                  3.4  Intentionally Omitted

                  3.5 Notice of Adjustment. Upon any adjustment of the Stock
Purchase Price, and/or any increase or decrease in the number of shares
purchasable upon the exercise of this Warrant, 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 signed by the Company's chief
financial officer and shall state the Stock Purchase 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.

                  3.6  Other Notices.  If at any time:



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

                  (b) 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;

                  (c) 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;

                  (d) 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

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

                  (f) the Company shall take or propose to take any other
action, notice of which is actually provided to (or is required to be provided,
pursuant to any written agreement,) to holders of Common Stock; 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 of the books of the Company, (i) 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 dividends, 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 (ii) in
the case of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up, at least 20 days written notice of
the date when the same shall take place. Any notice given in accordance with the
foregoing clause (i) 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 (ii) shall also specify the date on which the holders of Common
Stock shall be entitled to exchange their Common Stock for



<PAGE>

securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, as the case may be.

                  3.7 Certain Events. If any change in the outstanding Common
Stock of the Company or any other event occurs as to which the other provisions
of this Section 3 are not strictly applicable or if strictly applicable would
not fairly protect the purchase rights of the Holder of the Warrant in
accordance with the essential intent and principles of such provisions, then the
Board of Directors of the Company shall make an adjustment in the number and
class of shares available under the Warrant, the Stock Purchase Price and/or the
application of such provisions, in accordance with such essential intent and
principles, so as to protect such purchase rights as aforesaid. The adjustment
shall be such as will give the Holder of the Warrant upon exercise for the same
aggregate Stock Purchase Price the total number, class and kind of shares as he
would have owned had the Warrant been exercised prior to the event and had he
continued to hold such shares until after the event requiring adjustment.

         4. Issue Tax. The issuance of certificates for shares of Common Stock
upon the exercise of the Warrant shall be made without charge of the Holder of
the Warrant for any issue tax in respect thereof; provided, however, that the
Company shall not be required to pay any tax which 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 of the Warrant being exercised.

         5. Closing of Books. The Company will at no time close its transfer
books against the transfer of any Warrant or of any shares of Common Stock
issued or issuable upon the exercise of any Warrant in any manner which
interferes with the timely exercise of this Warrant.

         6. No Voting or Dividend Rights; Limitation of Liability. Nothing
contained in this Warrant shall be construed as conferring upon the Holder
hereof the right to vote or to consent or to receive notice as a shareholder in
respect of meetings of shareholders for the election of directors of the Company
or 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. No
provisions hereof, in the absence of affirmative action by the holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder hereof, shall give rise to any liability of such Holder
for the Stock Purchase Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by its creditors.

         7.  Registration Rights

                  7.1 Certain Definitions. As used in this Section 7, the
following terms shall have the

following meanings:

                   "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.



                   "Holder" shall mean any of the Warrant or of Registrable
Securities as hereinafter defined.

                   The terms "register," "registered" and "registration" shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the


<PAGE>


Securities Act and applicable rules and regulations thereunder, and the
declaration or ordering of the effectiveness of such registration statement.

                   "Registrable Securities" shall mean (i) shares of Common
Stock issued or issuable upon exercise of the Warrant and (ii) any Common Stock
issued in respect of such securities upon any stock split, stock dividend,
recapitalization or similar event.

                   "Registration Expenses" shall mean all expenses incurred by
the Company in compliance with Section 7.2 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursement of counsel for the Company, blue sky fees and expenses, and the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company and expenses
of regular annual and periodic audits, which shall be paid in any event by the
Company) and the expenses associated with the Company's obligations under
Section 7.4 hereof.

                   "Restricted Securities" shall refer collectively to the
securities of the Company required to bear the legend set forth in Section 8.2
hereof.

                   "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                   "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and all
fees and disbursement of counsel for any Holder.

              7.2 Piggyback Registration Rights.


              (a) If the Company shall determine to register any of its
securities for its own account, other than a registration relating solely to
employee benefit plans or a transaction subject to Rule 145 under the Securities
Act, the Company will:

                   (i) Promptly give to each Holder written notice thereof; and

                   (ii) Except as set forth in Section 7.2 (b), include in such
registration (and any related qualification under state blue sky laws and other
compliance filings, and in any underwriting involved therein), all the
Registrable Securities specified in a written request or requests, given by any
Holder within 15 days after the written notice from the Company is given.

              (b) If the registration of which the Company gives notice is for a
registered public offering involving an underwriting, the Company shall so
advise the Holders as part of the written notice given pursuant to Section 7.2
(a) (i). In such event the right of any Holder to registration pursuant to
Section 8.2 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company and
the other persons distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the underwriter or
underwriters selected or approved for underwriting by the Company.
Notwithstanding any other provision of this Section 7.2, if the underwriter
determines that marketing factors require a limitation on the number of shares
to be underwritten, the underwriter exclude from such registration and
underwriting some


<PAGE>

or all of the Registrable Securities which would otherwise be underwritten
pursuant hereto. If any Holder of Registrable Securities or any officer,
director or other security holder requesting registration disapproves of the
terms of any such underwriting, such person may elect to withdraw therefrom by
written notice to the Company and the underwriter. Any Registrable Securities or
other securities excluded or withdrawn from such underwriting shall be withdrawn
from such registration.

              7.3 Expenses of Registration. All Registration Expenses incurred
on behalf of Holders in connection with any registration, qualification or
compliance pursuant to this Section 7 shall be borne by the Company, and all
Selling Expenses shall be borne by the Holders of the securities so registered
pro rata on the basis of the number of their shares so registered.

              7.4 Registration Procedures. In the case of each registration
effected by the Company pursuant to this Section 7, the Company will advise each
Holder in writing as to the initiation of each registration and as to the
completion thereof. The Company will:

              (a) Keep such registration effective for a period of 120 days or
until the Holder or Holders have completed the distribution described in the
registration statement relating thereto, whichever first occurs; and

              (b) Furnish such number of prospectuses and other documents
incident thereto as a Holder from time to time may reasonably request.

              7.5 Indemnification.


              (a) The Company will indemnify each Holder, each of its officers,
directors, and partners, and each person controlling such Holder, with respect
to which registration, qualification or compliance has been effected pursuant to
this Section 7, and each underwriter, if any, and each person who controls any
underwriter, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or
any rule or regulation thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration, qualification or compliance. The Company will reimburse each such
Holder, each of its officers, directors and partners, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending any such claim, loss, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on (i) any untrue statement or omission based
upon written information furnished to the Company by such Holder or underwriter
and stated to be specifically for use therein, or (ii) any failure by any such
Holder or underwriter or comply with the prospectus delivery requirements of the
Securities Act.

              (b) Each Holder and other security holder will, if Registrable
Securities held by him are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers and each underwriter, if any, of the
Company's securities covered by such a registration statement, each person who
controls the


<PAGE>

Company or such underwriter within the meaning of the Securities Act and the
rules and regulations thereunder, each other such Holder and other security
holder and each of their officers, directors and partners, and each person
controlling such Holder or other security holder, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact necessary to make the statements made therein not misleading. Each
Holder and other security holder will, if Registrable Securities held by him are
included in the securities as to which such registration, qualification or
compliance is being affected, reimburse the Company and such Holders, other
security holders, directors, officers, partners, persons, underwriters or
control persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action. The obligation to indemnify and reimburse assumed under
this Section 7.5 (b) shall be limited to an untrue statement (or alleged untrue
statement) or omission (or alleged omission) made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
or other security holder (as the case may be) and stated to be specifically for
use therein; provided, however, that the obligations of such Holders and other
security holders hereunder shall be limited to an amount equal to the proceeds
to each such Holder or other security holder (as the case may be) of securities
sold as contemplated herein.

              (c) Each party entitled to indemnification under this Section 7.5
(the "Indemnified party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnifying Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 7.5 No Indemnified
Party, in the defense of any such claim of litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation.

              7.6 Information by Holder. Each Holder of Registrable Securities,
and each person holding securities included in any registration, shall furnish
to the Company such information regarding such Holder or other person as the
Company may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification or compliance referred to in
this Section 7.

              7.7 Intentionally Omitted.

              7.8 Rule 144 Reporting. With a view of making available the
benefits of certain rules and regulations of the Commission which may permit the
sale of the Restricted Securities to the public without registration, the
Company agrees to:

              (a) Use its best efforts to make and keep public information
available as those terms are understood and defined in Rule 144 under the
Securities Act, at all time from and after 90 days


<PAGE>

following the effective date of the first registration under the Securities Act
file by the Company for an offering of its securities of the general public;

              (b) Use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act") at any time during which it is subject to such reporting
requirements; and

              (c) So long as a Holder owns any Restricted Securities, furnish to
the Holder forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time from and
after 90 days following the effective date of the first registration statement
filed by the Company for an offering of its securities to the general public),
and of the Securities Act and the Exchange Act (at any time during which it is
subject to such reporting requirements), a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
as a Holder may reasonably request in availing itself of any rule or regulation
of the Commission allowing a Holder to sell any such securities without
registration.

              7.9 Transfer of Registration Rights. The rights to cause the
Company to register securities granted by the Company under Section 7.2 may be
assigned by any Holder to transferees or assignees of Restricted Securities, who
after such assignment or transfer hold at least 50% of such Holder's Restricted
Securities; provided, however, that the Company is given written notice at the
time of or within a reasonable time after said transfer, stating the name and
address of said transferees or assignees and identifying the securities with
respect to which such registration rights are being assigned; and, provided,
further, that the transferees or assignees of such rights assume the obligations
of such Holder under this Section 7. The foregoing requirement as to the minimum
percentage of shares to be transferred or assigned in connection with any
assignment of registration rights shall not apply to an assignment by a Holder
to any person or entity which is affiliated with such Holder.

              7.10 "Market Stand-Off" Agreement. Each Holder agrees, if
requested by the Company and the underwriter of Common Stock (or other
securities) of the Company, not to sell or otherwise transfer or dispose of any
Common Stock on the effective date of any registration statement of the Company
filed under the Securities Act with respect to any underwritten public offering
of securities by the Company, provided that:

              (a) such agreement shall only apply to the first such registration
statement of the Company; and

              (b) all Holders, other security holders whose securities are
included in such registration statement and officers and directors of the
Company shall also enter into similar agreements.

         Such agreement shall be in writing in a form satisfactory to the
Company and such underwriter. The Company may impose stop-transfer instructions
with respect to the securities subject to the foregoing restrictions until the
end of said 120 day period.

              7.11 Termination of Registration Rights. The right to cause the
Company to register securities granted by the Company under Section 7.2 shall
terminate with respect to any


<PAGE>

Holder at such time as all of the Registrable Securities of such Holder can be
sold (in a single transaction) in accordance with Rule 144 of the Commission.

         8. Restrictions on Transferability of Securities; Compliance with
Securities Act.


              8.1 Restrictions on Transferability. The Warrant and the Common
Stock shall not be transferable except upon the conditions specified in this
Section 8, which conditions are intended to insure compliance with the
provisions of the Securities Act or, to assist in an orderly distribution. Each
Holder of this Warrant or the Common Stock issuable hereunder will cause any
proposed transferees of the Warrant or Common Stock to agree to take and hold
such securities subject to provisions and upon the conditions specified in this
Section 8.

              8.2 Restrictive Legend. Each certificate representing (i) this
Warrant, (ii) the Common Stock, (iii) any other securities issued in respect of
the Common Stock or Common Stock issued upon conversion of the Common Stock upon
any stock split, stock dividend, recapitalization, merger, consolidation or
similar event, shall (unless otherwise permitted by the provisions of Section
8.3 below or unless such securities have been registered under the Securities
Act or sold under Rule 144) be stamped or otherwise imprinted with a legend
substantially in the following form (in addition to any legend required under
applicable state securities laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

              8.3 Restrictions on Transfer. The Holder of this Warrant and each
person to whom this Warrant is subsequently transferred represents and warrants
to the Company (by acceptance of such transfer) that it will not transfer the
Warrant (or securities issuable upon exercise hereof) unless a registration
statement under the Securities Act was in effect with respect to such securities
at the time of issuance thereof except pursuant to (i)an effective registration
statement under the Securities Act, (ii) Rule 144 under the Securities Act (or
any other rule under the Securities Act relating to the disposition of
securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel
for the Company, that an exemption from such registration is available.

         9. Warrants Transferable. Subject to the provisions of Section 8, this
Warrant and all rights hereunder are transferable, in whole or in part, without
charge to the Holder hereof (except for transfer taxes), upon surrender of this
Warrant properly endorsed. Each taker and Holder of this Warrant, when endorsed
in blank, shall be deemed negotiable, and that the Holder hereof, when this
Warrant shall have been so endorsed, may be treated by the Company and all other
persons dealing with this Warrant as the absolute owner hereof for any purpose
and as the person entitled to exercise the right represented by this Warrant, or
to the transfer hereof on the books of the Company any notice to the contrary
notwithstanding; but until such transfer on such books, the Company may treat
the registered owner hereof as the owner for all purposes.

         10. Rights and Obligations Survive Exercise of Warrant. The rights and
obligations of the Company, of the Holder of this Warrant and of the holder of
shares of Common Stock issued upon exercise of this Warrant, contained in
Sections 7, 8, and 9 shall survive the exercise of this Warrant.


<PAGE>

         11. 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.

         12. 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 or registered 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.

         13. Binding Effect on Successors. This Warrant shall be binding upon
any corporation succeeding the Company by merger, consolidation or acquisition
of all or substantially all of the Company's assets. All of the obligations of
the Company relating to the Common Stock issuable upon the exercise of this
Warrant shall survive the exercise and termination of this Warrant. All of the
covenants and agreements of the Company shall inure to the benefit of the
successors and permitted assigns of the Holder hereof. The Company will, at the
time of the exercise of this Warrant, in whole or in part, upon request of the
Holder hereof but at the Company's expense, acknowledge in writing its
continuing obligation to the Holder hereof in respect of any rights (including,
without limitation, any right to registration of the shares of Common Stock) to
which the Holder hereof shall continue to be entitled after such exercise in
accordance with this Warrant; provided, that the failure of the Holder hereof to
make any such request shall not affect the continuing obligation of the Company
to the Holder hereof in respect of such rights.

         14. 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 Delaware.

         15. Lost Warrants or Stock Certificates. The Company represents and
warrants to LTI that upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of the Warrant (or stock
certificate issued upon exercise thereof), and, in the case of any such loss,
theft or destruction, upon receipt of an indemnity reasonably satisfactory to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant or stock certificate, the Company, at its expense,
will issue and deliver a new Warrant or stock certificate issued upon exercise
thereof of like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.

         16. 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 multiplied by the then effective Stock Purchase Price.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers, thereunto daily authorized this 9th day of September,
1998.


                                  NEOTHERAPEUTICS, INC.


                                  By:      /s/ Samuel Gulko
                                     --------------------------------

                                  Name:    Samuel Gulko
                                       ------------------------------


<PAGE>
                                  Title:   CFO, Secretary & Treasurer



<PAGE>



                              FORM OF SUBSCRIPTION

                  (To be signed only upon exercise of Warrant)

To:_________________________________

         The undersigned, the Holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________(1)______ ( ) shares of Common Stock of
__________ and herewith makes payment of _______________________________ Dollars
($______________) therefore, and requests that the certificates for such shares
be issued in the name of, and delivered to, ______________________________,
whose address is

----------------------------------------------.

         The undersigned represent that it is acquiring such Common Stock for
its own account for investment and not with a view to or sale in connection with
any distribution thereof (subject, however, to any requirement of law that the
disposition thereof shall at all times be within its control).

         DATED:___________________


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

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

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

                                                      (Address)


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

(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 additional Common Stock or any other Stock or other
         securities or property or cash which, pursuant to the adjustment
         provisions of the Warrant, may be deliverable upon exercise.





<PAGE>



                                   ASSIGNMENT

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

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


















DATED:_____________________


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