<PAGE>



                                                                   EXHIBIT 10.18

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

WARRANT NO. NEOG001

                           NEOGENE TECHNOLOGIES, INC.

                                     WARRANT

                            Dated: September 21, 2000

          NeoGene Technologies, Inc., a California corporation (the "Company"),
hereby certifies that, for value received, BRIGHTON CAPITAL, LTD., or its
registered assigns ("Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company up to a total of Five Thousand Five Hundred
Fifty-five (5,555) shares of the common stock, no par value per share (the
"Common Stock"), of the Company (each such share, a "Warrant Share" and all such
shares, the "Warrant Shares") at an exercise price equal to $45.00 per share (as
adjusted from time to time as provided in Section 7, the "Exercise Price"), at
any time and from time to time from and after the date hereof and through and
including September 21, 2003 (the "Expiration Date"), and subject to the
following terms and conditions:

     1.   Registration of Warrant. The Company shall register this Warrant upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, and the Company shall not be affected by
notice to the contrary.

     2.   Registration of Transfers and Exchanges.

          (a)  This Warrant or the Warrant Shares issued upon any exercise
hereof may only be transferred pursuant to an effective registration statement
under the Securities Act, to the Company or pursuant to an available exemption
from or in a transaction not subject to the registration requirements of the
Securities Act. In connection with any transfer of this Warrant or any Warrant
Shares, other than pursuant to an effective registration statement or to the
Company, the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred securities
under the Securities Act. Holder agrees to the imprinting, so long as is
required by this Section 2(a), of a legend substantially similar to that first
above written on any New Warrant (as defined in Section 2(b) below). Any such
transferee shall agree in writing to be bound by the terms of this Warrant and
shall have the rights of Holder under this Warrant.



<PAGE>



          (b)  The Company shall register the transfer of any portion of this
Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and
signed, to the Company at the office specified in or pursuant to Section 11.
Upon any such registration or transfer, a new warrant to purchase Common Stock,
in substantially the form of this Warrant (any such new warrant, a "New
Warrant"), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this
Warrant not so transferred, if any, shall be issued to the transferring Holder.
The acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance of such transferee of all of the rights and obligations of a holder
of a Warrant.

          (c)  This Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company pursuant to Section 3(b), for one or more
New Warrants, evidencing in the aggregate the right to purchase the number of
Warrant Shares which may then be purchased hereunder.

     3.   Duration and Exercise of Warrant.

          (a)  This Warrant shall be exercisable by the then registered Holder
on any business day before 5:00 P.M., California time, at any time and from time
to time on or after the date hereof to and including the Expiration Date. At
5:00 P.M., California time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value.

          (b)  Subject to Sections 2(c) and 4, upon surrender of this Warrant,
with the Form of Election to Purchase attached hereto duly completed and signed,
to the Company at its address for notice set forth in Section 11 and upon
payment of the Exercise Price multiplied by the number of Warrant Shares that
the Holder intends to purchase hereunder, in the manner provided hereunder, all
as specified by the Holder in the Form of Election to Purchase, the Company
shall promptly issue or cause to be issued and cause to be delivered to or upon
the written order of the Holder and in such name or names as the Holder may
designate, a certificate for the Warrant Shares issuable upon such exercise. Any
person so designated by the Holder to receive Warrant Shares shall be deemed to
have become the holder of record of such Warrant Shares as of the Date of
Exercise of this Warrant.

          A "Date of Exercise" means the date on which the Company shall have
received (i) this Warrant (or any New Warrant, as applicable), with the Form of
Election to Purchase attached hereto (or attached to such New Warrant)
appropriately completed and duly signed, and (ii) payment of the Exercise Price
for the number of Warrant Shares so indicated by the holder hereof to be
purchased.

          (c)  This Warrant shall be exercisable, either in its entirety or,
from time to time, for a portion of the number of Warrant Shares. If less than
all of the Warrant Shares which may be purchased under this Warrant are
exercised at any time, the Company shall issue or cause to be issued, at its
expense, a New Warrant evidencing the right to purchase the remaining number of
Warrant Shares for which no exercise has been evidenced by this Warrant.

          (d)  Prior to the exercise of this Warrant, the Holder shall not be
entitled to any rights as a stockholder of the Company with respect to the
Warrant Shares, including (without limitation) the right to vote such shares,
receive dividends or other distributions thereon or be notified of stockholder
meetings (except as otherwise set forth in Section 7(g) herein).


                                       2
<PAGE>


     4.   Payment of Taxes. The Company will pay any documentary stamp taxes
attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; 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 registration
of any certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.

     5.   Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested, satisfactory to it. Applicants for a New Warrant under such
circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable charges as the Company may prescribe.

     6.   Reservation of Warrant Shares. The Company covenants that it will at
all times reserve and keep available out of its authorized but unissued Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares which
are then issuable and deliverable upon the exercise of this entire Warrant, free
from preemptive rights or any other actual contingent purchase rights of persons
other than the Holder (taking into account the adjustments and restrictions of
Section 7). The Company covenants that all Warrant Shares that shall be so
issuable and deliverable shall, upon issuance and the payment of the applicable
Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable.

     7.   Certain Adjustments. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 7.

          (a)  If the Company, at any time while this Warrant is outstanding,
(i) shall pay a stock dividend (except scheduled dividends paid on outstanding
preferred stock as of the date hereof which contain a stated dividend rate) or
otherwise make a distribution or distributions on shares of its Common Stock (or
on any other class of capital stock and not the Common Stock) payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger
number of shares, or (iii) combine outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price shall be adjusted by multiplying
the Exercise Price in effect immediately before such event by a fraction of
which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and the denominator shall
be the number of shares of Common Stock (excluding treasury shares, if any)
outstanding after such event. The number of Warrant shares issuable upon
exercise of this Warrant shall be adjusted upon such adjustment of the Exercise
Price by multiplying the number of Warrant Shares issuable upon exercise of this
Warrant immediately prior to such adjustment by a fraction of which the
denominator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding before such event and the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding
after such event. Any adjustment made pursuant to this Section shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision or
combination, and shall apply to successive subdivisions and combinations.



                                       3
<PAGE>


          (b)  In case of any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, then the Holder shall have the right
thereafter to exercise this Warrant only into the shares of stock and other
securities and property receivable upon or deemed to be held by holders of
Common Stock following such reclassification or share exchange, and the Holder
shall be entitled upon such exercise to receive such amount of securities or
property equal to the amount of Warrant Shares such Holder would have been
entitled to had such Holder exercised this Warrant immediately prior to such
reclassification or share exchange. The terms of any such reclassification or
share exchange shall include such terms so as to continue to give to the Holder
the right to receive the securities or property set forth in this Section 7(b)
upon any exercise following any such reclassification or share exchange.

          (c)  If the Company, at any time while this Warrant is outstanding,
shall distribute to all holders of Common Stock (and not to holders of this
Warrant) evidences of its indebtedness or assets or rights or warrants to
subscribe for or purchase any security (excluding those referred to in Sections
7(a), (b) and (d)) and other than with respect to rights granted pursuant to a
stockholders rights plan adopted by the Company, then in each such case the
Exercise Price shall be determined by multiplying the Exercise Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which the denominator
shall be the fair market value of a Warrant Share determined in accordance with
Section 8(b), below, as of the record date mentioned above, and of which the
numerator shall be such fair market value of a Warrant Share less the then fair
market value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding share of Common Stock
as determined by the Company's independent certified public accountants that
regularly examine the financial statements of the Company (the "Appraiser").

          (d)  In case of the closing of any (1) merger or consolidation of the
Company with or into another Person, or (2) sale by the Company of more than
one-half of the assets of the Company (on a book value basis) in one or a series
of related transactions, or (3) tender or other offer or exchange (whether by
the Company or another Person) pursuant to which holders of Common Stock are
permitted to tender or exchange their shares for other securities, stock, cash
or property of the Company or another Person; then the Holder shall have the
right thereafter to (A) exercise this Warrant for the shares of stock and other
securities, cash and property receivable upon or deemed to be held by holders of
Common Stock following such merger, consolidation or sale, and the Holder shall
be entitled upon exercise of this Warrant to receive such amount of securities,
cash and property as the Common Stock for which this Warrant could have been
exercised immediately prior to such merger, consolidation or sale would have
been entitled, or (B) in the event of an exchange or tender offer or other
transaction contemplated by clause (3) of this Section, tender or exchange this
Warrant for such securities, stock, cash and other property receivable upon or
deemed to be held by holders of Common Stock that have tendered or exchanged
their shares of Common Stock following such tender or exchange, and the Holder
shall be entitled upon such exchange or tender to receive such amount of
securities, cash and property as the shares of Common Stock for which this
Warrant could have been exercised immediately prior to such tender or exchange
would have been entitled as would have been issued. The terms of any such
merger, sale, consolidation, tender or exchange shall include such terms so as
continue to give the Holder the right to receive the securities, cash and
property set forth in this Section upon any conversion or redemption following
such event. This provision shall similarly apply to successive such events.



                                       4
<PAGE>



          (e)  For the purposes of this Section 7, the number of shares of
Common Stock outstanding at any time shall be deemed to include the aggregate
maximum number of shares of Common Stock deliverable upon exercise, conversion
or exchange, as applicable (assuming the satisfaction of any conditions to
exercisability, convertibility or exchangeability, as applicable, including,
without limitation, the passage of time), of any options to purchase or rights
to subscribe for Common Stock, securities by their terms convertible into or
exchangeable for Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities then outstanding.

          (f)  All calculations under this Section 7 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.

          (g)  If:

               (i)   the Company shall declare a dividend (or any other
                     distribution) on its Common Stock; or

               (ii)  the Company shall declare a special nonrecurring cash
                     dividend on or a redemption of its Common Stock; or

               (iii) the Company shall authorize the granting to all holders of
                     the Common Stock rights or warrants to subscribe for or
                     purchase any shares of capital stock of any class or of any
                     rights; or

               (iv)  the approval of any stockholders of the Company shall be
                     required in connection with any reclassification of the
                     Common Stock of the Company, any consolidation or merger to
                     which the Company is a party, any sale or transfer of all
                     or substantially all of the assets of the Company, or any
                     compulsory share exchange whereby the Common Stock is
                     converted into other securities, cash or property; or

               (v)   the Company shall authorize the voluntary dissolution,
                     liquidation or winding up of the affairs of the Company,

then the Company shall cause to be mailed to each Holder at such Holder's last
address as it shall appear upon the Warrant Register, at least 15 calendar days
prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up; provided, however, that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice.



                                       5
<PAGE>



     8.   Payment of Exercise Price. The Holder shall pay the Exercise Price in
one of the following manners:

          (a)  Cash Exercise. The Holder may deliver immediately available funds
by certified check or bank draft payable to the order of the Company or by wire
transfer to an account designated by the Company; or

          (b)  Cashless Exercise. The Holder may surrender this Warrant to the
Company together with a notice of cashless exercise, in which event the Company
shall issue to the Holder the number of Warrant Shares determined as follows:

                          Y (A - B)
                     X =  ---------
                             A

Where     X = The number of Warrant Shares to be issued to the Holder.

          Y = The number of Warrant Shares with respect to which this Warrant is
being exercised.

          A = The fair market value of one Warrant Share on the Date of
Exercise.

          B = The Exercise Price.

               For purposes of this Section 8(b), the fair market value of a
Warrant Share on the Date of Exercise shall mean:


               (i)    if the exercise is in connection with an initial
public offering of the Company's Common Stock, and if the Company's registration
statement relating to such public offering has been declared effective by the
Securities and Exchange Commission, then the fair market value per share shall
be the initial "Price to Public" specified in the final prospectus with respect
to the offering;

              (ii)    if this Warrant is exercised after, and not in
connection with, the Company's initial public offering, and if the Company's
Common Stock is traded on a securities exchange or The Nasdaq Stock Market or
actively traded over-the-counter:

                      (A)   if the Company's Common Stock is traded on a
securities exchange or The Nasdaq Stock Market, the fair market value shall be
deemed to be the average of the closing sale prices of the Common Stock for the
five (5) trading days immediately prior to (but not including) the Date of
Exercise; or

                      (B)   if the Company's Common Stock is actively traded
over-the-counter, the fair market value shall be deemed to be average of the
closing bid or sales price (whichever is applicable) for the five (5) trading
days immediately prior to (but not including) the Date of Exercise; or

              (iii)   if neither (i) nor (ii) is applicable, the fair market
value of a Warrant Share shall be at the highest price per share which the
Company could obtain on the date of calculation from a willing buyer (not a
current employee or director) for shares of Common Stock sold by the Company,
from authorized but unissued shares, as determined in good faith by the Board

                                       6


<PAGE>

of Directors, unless the Company is at such time subject to an acquisition
including the sale, conveyance or disposal of all or substantially all of the
Company's property or business or the Company's merger into or consolidation
with any other corporation (other than a wholly-owned subsidiary corporation) or
any other transaction or series of related transactions in which more than fifty
percent (50%) of the voting power of the Company is disposed of, other than a
merger effected exclusively for the purpose of changing the domicile of the
Company, in which case the fair market value of a Warrant Share shall be deemed
to be the value received by the holders of Common Stock pursuant to such
acquisition.

         9.  Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares which shall be issuable upon the exercise of
this Warrant shall be computed on the basis of the aggregate number of Warrant
Shares purchasable on exercise of this Warrant so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 9, be issuable
on the exercise of this Warrant, the Company shall pay an amount in cash equal
to the Exercise Price multiplied by such fraction.

         10. Representations and Warranties of Holder. By accepting this
Warrant, the Holder hereby represents and warrants as follows:

             (a) Purchase for Own Account. Holder represents and warrants that
it is acquiring the Warrant and the Warrant Shares (collectively, the
"Securities") solely for its own account for investment and not with a view to,
or for resale in connection with, any distribution thereof within the meaning of
the Securities Act. Holder further represents that it does not have any present
intention of selling, offering to sell or otherwise disposing of or distributing
the Securities or any portion thereof and that the entire legal and beneficial
interest of the Securities it is acquiring is being acquired for, and will be
held for the account of, Holder only and neither in whole nor in part for any
other person.

             (b) Accredited Investor; Informed and Knowledgeable Decision.
Holder is an accredited investor as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act. Holder hereby agrees, represents and
warrants that it is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Securities. Holder further
represents and warrants that it has discussed the Company and its plans,
operations and financial condition with its officers, has received all such
information as he deems necessary and appropriate to enable it to evaluate the
financial risk inherent in making an investment in the Securities.

             (c) Company Disclosure. Holder hereby agrees, represents and
warrants that the Company has disclosed to Holder that the Securities have not
been registered under the Securities Act or under any state securities laws and
must be held indefinitely unless a transfer of it is subsequently registered
under the Securities Act or an exemption from such registration is available.

             (d) Rule 144. The Holder hereby agrees, represents and warrants
that the Holder is aware of the provisions of Rule 144, promulgated under the
Securities Act.

         11. Notices. Any and all notices or other communications or deliveries
hereunder shall be in writing and shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified


                                       7
<PAGE>

in this Section prior to 5:00 p.m. (California time) on a business day, (ii) the
business day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section later than 5:00 p.m. (California time) on any date and earlier than
11:59 p.m. (California time) on such date, (iii) the business day following the
date of mailing, if sent by nationally recognized overnight courier service, or
(iv) upon actual receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be: (i) if to the Company, to
157 Technology Drive, Irvine, CA 92618, Attention: Chief Financial Officer, or
to facsimile no. (949) 788-6706, with a copy to Latham & Watkins, 650 Town
Center Drive, Suite 2000, Costa Mesa, California 92626, attention Alan W.
Pettis, Esq., or (ii) if to the Holder, to the Holder at the address or
facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with
this Section 10.

         12. Warrant Agent. The Company shall serve as warrant agent under this
Warrant. The Company may appoint a new warrant agent upon notice to the Holder
in accordance with Section 10. Any corporation into which the Company may be
merged or any corporation resulting from any consolidation to which the Company
shall be a party or any corporation to which the Company transfers substantially
all of its corporate assets shall be a successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class
mail, postage prepaid) to the Holder at the Holder's last address as shown on
the Warrant Register.

         13. Miscellaneous.

                  (a) This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
This Warrant may be amended only in writing signed by the Company and the Holder
and their successors and assigns.

                  (b) Subject to Section 12(a), above, nothing in this Warrant
shall be construed to give to any person or corporation other than the Company
and the Holder any legal or equitable right, remedy or cause under this Warrant.
This Warrant shall inure to the sole and exclusive benefit of the Company and
the Holder.

                  (c) All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of
California, without regard to the principles of conflicts of law thereof. The
Company and the Holder hereby irrevocably submit to the exclusive jurisdiction
of the state and federal courts sitting in the County of Orange, State of
California, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waive, and agree not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, or that such suit, action or proceeding is improper. Each of the
Company and the Holder hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
receiving a copy thereof sent to the Company at the address in effect for
notices to it under this instrument and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.

                                       8
<PAGE>


                  (d) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                  (e) In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by its authorized officer as of the date first indicated above.



                                NEOGENE TECHNOLOGIES, INC.


                                By: /s/ Sam Gulko
                                    ---------------------------
                                    Samuel Gulko
                                    Chief Financial Officer



                                       9
<PAGE>

                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To NeoGene Technologies, Inc.:

                  In accordance with the Warrant enclosed with this Form of
Election to Purchase, the undersigned hereby irrevocably elects to purchase
__________ shares of the common stock ("Common Stock"), no par value per share,
of NeoGene Technologies, Inc. and such Holder (i) ___ is utilizing the Cashless
Exercise provisions set forth in the Warrant, or (ii) ___ encloses herewith
$__________ in cash, certified or official bank check or checks, which sum
represents the aggregate Exercise Price (as defined in the Warrant) for the
number of shares of Common Stock to which this Form of Election to Purchase
relates, together with any applicable taxes payable by the undersigned pursuant
to the Warrant.

                  The undersigned hereby acknowledges that it has reviewed the
representations and warranties contained in Section 10 of the Warrant and by its
signature below hereby makes such representations and warranties to the Company
as of the date hereof.

                  The undersigned requests that certificates for the shares of
Common Stock issuable upon this exercise be issued in the name of

                                        PLEASE INSERT SOCIAL SECURITY OR
                                        TAX IDENTIFICATION NUMBER

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


--------------------------------------------------------------------------------
                         (Please print name and address)

                  If the number of shares of Common Stock issuable upon this
exercise shall not be all of the shares of Common Stock which the undersigned is
entitled to purchase in accordance with the enclosed Warrant, the undersigned
requests that a New Warrant (as defined in the Warrant) evidencing the right to
purchase the shares of Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:


--------------------------------------------------------------------------------
                         (Please print name and address)

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


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


<PAGE>


Dated:  __________, ____          Name of Holder:

                                  (Print)
                                         -------------------------------------

                                  (By:)
                                         -------------------------------------

                                  (Name:)
                                  (Title:)
                                  (Signature must conform in all respects to
                                  name of holder as specified on the face of the
                                  Warrant)


<PAGE>
                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ____________________ the right represented by the Warrant
enclosed with this Form of Assignment to purchase __________ shares of the
common stock of NeoGene Technologies, Inc. to which the Warrant relates and
appoints ____________________ attorney to transfer said right on the books of
NeoGene Technologies, Inc. with full power of substitution in the premises.


Dated:  __________, ____


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


                              --------------------------------------------------
                              Address of Transferee


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


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



In the presence of:


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