NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR ANY OTHER  APPLICABLE  SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE  HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED,  ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION  UNDER THE PROVISIONS OF THE SECURITIES ACT OR
ANY APPLICABLE STATE LAWS. THIS WARRANT MAY ONLY BE EXERCISED BY A NON-US PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT.



                             STOCK PURCHASE WARRANT


                  To Purchase 482,893 Shares of Common Stock of

                           L.A.M. PHARMACEUTICAL CORP.

            THIS  CERTIFIES  that,  for value  received,  Hockbury  Limited (the
"Holder"),  is  entitled,  upon the  terms and  subject  to the  limitations  on
exercise  and the  conditions  hereinafter  set  forth,  at any time on or after
January 25, 2001 (the "Initial  Exercise  Date") and on or prior to the close of
business on January 25, 2004 (the  "Termination  Date") but not  thereafter,  to
subscribe  for and purchase  from L.A.M.  Pharmaceutical  Corp.,  a  corporation
incorporated in the State of Delaware (the "Company"), up to 482,893 shares (the
"Warrant  Shares") of Common Stock,  $0.0001 par value per share, of the Company
(the  "Common  Stock").  The  purchase  price of one share of Common  Stock (the
"Exercise  Price") under this Warrant shall be $4.5559.  The Exercise  Price and
the number of  Warrant  Shares for which the  Warrant  is  exercisable  shall be
subject to adjustment as provided  herein.  In the event of any conflict between
the terms of this Warrant and the Common Stock  Purchase  Agreement  dated as of
January 24, 2001  pursuant to which this Warrant has been issued (the  "Purchase
Agreement"),  the Purchase  Agreement shall control.  Capitalized terms used and
not otherwise defined herein shall have the meanings set forth for such terms in
the Purchase Agreement.



<PAGE>




     1.  Title  to  Warrant.  Prior  to the  Termination  Date  and  subject  to
compliance  with  applicable  laws,  this Warrant and all rights  hereunder  are
transferable, in whole or in part, at the office or agency of the Company by the
Holder in person or by duly authorized attorney,  upon surrender of this Warrant
together with the Assignment Form annexed hereto properly endorsed.

     2.  Authorization of Shares.  The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights  represented by this Warrant,
be duly authorized,  validly issued,  fully paid and nonassessable and free from
all taxes,  liens and charges in respect of the issue thereof  (other than taxes
in respect of any transfer occurring contemporaneously with such issue).

     3.    Exercise of Warrant.
           -------------------

(a)  Except as provided in Section 4 herein,  exercise  of the  purchase  rights
     represented  by this  Warrant  may be made at any time or times on or after
     the Initial  Exercise  Date,  and on or before the close of business on the
     Termination  Date by the  surrender  of this  Warrant  and  the  Notice  of
     Exercise Form annexed  hereto duly  executed,  at the office of the Company
     (or such  other  office or agency of the  Company  as it may  designate  by
     notice in writing to the  registered  Holder at the  address of such Holder
     appearing  on the books of the  Company)  and upon  payment of the Exercise
     Price of the shares thereby  purchased by wire transfer or cashier's  check
     drawn on a United  States  bank,  the Holder shall be entitled to receive a
     certificate for the number of Warrant Shares so purchased. Certificates for
     shares  purchased  hereunder  shall be delivered to the Holder within three
     (3)  Trading  Days  after the date on which  this  Warrant  shall have been
     exercised as aforesaid. This Warrant shall be deemed to have been exercised
     and such  certificate or certificates  shall be deemed to have been issued,
     and Holder or any other person so  designated  to be named therein shall be
     deemed to have become a holder of record of such  shares for all  purposes,
     as of the date the Warrant has been  exercised by payment to the Company of
     the Exercise Price and all taxes required to be paid by the Holder, if any,
     pursuant to Section 5 prior to the issuance of such shares, have been paid.
     Notwithstanding  anything to the contrary herein, in the event the Purchase
     Agreement is  terminated  pursuant to Section  6.2(b)  therein,  a pro-rata
     portion of half of the Warrant Shares herein, based upon the portion of the
     Commitment Amount that has not been previously  honored,  shall be null and
     void.

(b)   If this Warrant shall have been exercised in part,  the Company shall,  at
      the time of  delivery  of the  certificate  or  certificates  representing
      Warrant Shares,  deliver to Holder a new Warrant  evidencing the rights of
      Holder to  purchase  the  unpurchased  Warrant  Shares  called for by this
      Warrant,  which new Warrant shall in all other  respects be identical with
      this Warrant.


<PAGE>

(c)   This Warrant shall also be exercisable  by means of a "cashless  exercise"
      in which the Holder  shall be  entitled to receive a  certificate  for the
      number of Warrant Shares equal to the quotient obtained by dividing [(A-B)
      (X)] by (A), where:

                  (A) = the average of the high and low trading prices per share
                  of Common Stock on the Trading Day  preceding the date of such
                  election on the Nasdaq Stock Market, or if the Common Stock is
                  not  traded on the Nasdaq  Stock  Market,  then the  Principal
                  Market in terms of volume;

                  (B) =  the Exercise Price of the Warrants; and

                  (X) = the number of Warrant  Shares  issuable upon exercise of
                  this Warrant  pursuant to the Notice of Exercise in accordance
                  with the terms of this Warrant.

                        Upon any cashless exercise, the number of Warrant Shares
                  issuable  upon  exercise of this  Warrant  shall be reduced by
                  (X).

(d)  Notwithstanding  anything  herein to the  contrary,  in no event  shall the
     Holder be  permitted  to exercise  this  Warrant for Warrant  Shares to the
     extent  that (i) the number of shares of Common  Stock owned by such Holder
     (other than Warrant  Shares  issuable  upon  exercise of this Warrant) plus
     (ii) the number of Warrant  Shares  issuable upon exercise of this Warrant,
     would be equal to or exceed  9.9% of the  number of shares of Common  Stock
     then issued and  outstanding,  including  shares  issuable upon exercise of
     this Warrant held by such Holder after application of this Section 3(d). As
     used herein,  beneficial  ownership  shall be determined in accordance with
     Section  13(d) of the  Exchange  Act.  To the  extent  that the  limitation
     contained in this Section 3(d) applies,  the  determination of whether this
     Warrant  is  exercisable  (in  relation  to other  securities  owned by the
     Holder) and of which a portion of this Warrant is  exercisable  shall be in
     the sole  discretion  of such  Holder,  and the  submission  of a Notice of
     Exercise shall be deemed to be such Holder's  determination of whether this
     Warrant is  exercisable  (in  relation  to other  securities  owned by such
     Holder) and of which portion of this Warrant is  exercisable,  in each case
     subject to such aggregate percentage limitation, and the Company shall have
     no  obligation  to verify or confirm the  accuracy  of such  determination.
     Nothing  contained herein shall be deemed to restrict the right of a Holder
     to exercise this Warrant into Warrant  Shares at such time as such exercise
     will not violate the  provisions  of this Section 3(d).  The  provisions of
     this Section 3(d) may be waived by the Holder upon,  at the election of the
     Holder,  with not less than 61 days' prior notice to the  Company,  and the
     provisions of this Section 3(d) shall continue to apply until such 61st day
     (or such later  date as may be  specified  in such  notice of  waiver).  No
     exercise of this Warrant in violation of this Section 3(d) but otherwise in
     accordance  with this Warrant shall affect the status of the Warrant Shares
     as validly issued, fully-paid and nonassessable.

     4.  No  Fractional   Shares  or  Scrip.  No  fractional   shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in

<PAGE>

respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.



     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made  without  charge to the  Holder for any issue or  transfer  tax or
other incidental expense in respect of the issuance of such certificate,  all of
which taxes and  expenses  shall be paid by the Company,  and such  certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

     6. Closing of Books.  The Company will not close its  stockholder  books or
records in any manner which prevents the timely exercise of this Warrant.

     7.    Transfer, Division and Combination.
           ----------------------------------

(a)  Subject to compliance with any applicable securities laws, transfer of this
     Warrant and all rights hereunder,  in whole or in part, shall be registered
     on the  books  of the  Company  to be  maintained  for such  purpose,  upon
     surrender of this Warrant at the principal office of the Company,  together
     with a  written  assignment  of  this  Warrant  substantially  in the  form
     attached  hereto duly  executed by the Holder or its agent or attorney  and
     funds  sufficient to pay any transfer taxes payable upon the making of such
     transfer. In the event that the Holder wishes to transfer a portion of this
     Warrant,  the Holder shall transfer at least 50,000 shares  underlying this
     Warrant to any such transferee.  Upon such surrender and, if required, such
     payment, the Company shall execute and deliver a new Warrant or Warrants in
     the  name  of  the  assignee  or  assignees  and  in  the  denomination  or
     denominations  specified in such instrument of assignment,  and shall issue
     to the assignor a new Warrant evidencing the portion of this Warrant not so
     assigned,  and this Warrant  shall  promptly be  cancelled.  A Warrant,  if
     properly  assigned,  may be  exercised  by a new holder for the purchase of
     Warrant Shares without having a new Warrant issued.

(b)   This  Warrant  may  be  divided  or  combined  with  other  Warrants  upon
      presentation hereof at the aforesaid office of the Company,  together with
      a written  notice  specifying  the names  and  denominations  in which new
      Warrants are to be issued,  signed by the Holder or its agent or attorney.
      Subject to compliance  with Section 7(a), as to any transfer  which may be
      involved in such  division or  combination,  the Company shall execute and
      deliver a new Warrant or Warrants in exchange  for the Warrant or Warrants
      to be divided or combined in accordance with such notice.

(c)   The Company  shall  prepare,  issue and deliver at its own expense  (other
      than transfer taxes) the new Warrant or Warrants under this Section 7.

(d)   The Company  agrees to maintain,  at its aforesaid  office,  books for the
      registration and the registration of transfer of the Warrants.

<PAGE>


     8. No Rights as Shareholder  until Exercise.  This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder  of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the aggregate Exercise Price, the Warrant Shares so purchased shall be and be
deemed to be issued to such Holder as the record  owner of such shares as of the
close of business on the later of the date of such surrender or payment.

     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the  loss,  theft,  destruction  or  mutilation  of this  Warrant  or any  stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not include the posting of any bond),  and upon  surrender and  cancellation  of
such  Warrant or stock  certificate,  if  mutilated,  the Company  will make and
deliver a new  Warrant or stock  certificate  of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

     11.  Adjustments of Exercise Price and Number of Warrant Shares.  (a) Stock
Splits, etc. The number and kind of securities  purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment  from time to
time upon the happening of any of the  following.  In case the Company shall (i)
pay a dividend  in shares of Common  Stock or make a  distribution  in shares of
Common Stock to holders of its  outstanding  Common  Stock,  (ii)  subdivide its
outstanding  shares of Common  Stock  into a greater  number of shares of Common
Stock,  (iii)  combine  its  outstanding  Shares of Common  Stock into a smaller
number of shares of Common Stock,  or (iv) issue any shares of its capital stock
in a  reclassification  of the Common Stock,  then the number of Warrant  Shares
purchasable  upon  exercise of this Warrant  immediately  prior thereto shall be
adjusted so that the Holder  shall be entitled to receive the kind and number of
Warrant  Shares or other  securities of the Company which it would have owned or
have been  entitled  to  receive  had such  Warrant  been  exercised  in advance
thereof.  Upon each such  adjustment of the kind and number of Warrant Shares or
other  securities of the Company  which are  purchasable  hereunder,  the Holder
shall  thereafter be entitled to purchase the number of Warrant  Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or  other  security  obtained  by  multiplying  the  Exercise  Price  in  effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto  immediately prior to such adjustment and dividing by the number
of  Warrant  Shares  or other  securities  of the  Company  resulting  from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately  after the effective  date of such event  retroactive  to the record
date, if any, for such event.

     12. Reorganization,  Reclassification, Merger, Consolidation or Disposition
of Assets.  In case the Company shall  reorganize  its capital,  reclassify  its
capital stock,  consolidate or merge with or into another corporation (where the
Company  is not the  surviving  corporation  or where  there  is a change  in or
distribution with respect to the Common Stock of the Company), or sell, transfer

<PAGE>

or  otherwise  dispose  of all or  substantially  all its  property,  assets  or
business   to  another   corporation   and,   pursuant  to  the  terms  of  such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant,  the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and  Other  Property  receivable  upon or as a  result  of such  reorganization,
reclassification,  merger, consolidation or disposition of assets by a Holder of
the  number of shares of common  stock for which  this  Warrant  is  exercisable
immediately   prior  to  such  event.  In  case  of  any  such   reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for  adjustments of Warrant Shares
for which this Warrant is  exercisable  which shall be as nearly  equivalent  as
practicable to the adjustments  provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring  corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  13  shall   similarly   apply  to   successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

     13. Voluntary Adjustment by the Company. The Company may at any time during
the term of this Warrant  reduce the then current  Exercise  Price to any amount
and for any period of time deemed  appropriate  by the Board of Directors of the
Company.

     14. Notice of  Adjustment.  Whenever the number of Warrant Shares or number
or kind of securities or other  property  purchasable  upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested,  to the
Holder  notice of such  adjustment  or  adjustments  setting forth the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.  Such notice,  in the absence of manifest error,
shall be conclusive evidence of the correctness of such adjustment.



<PAGE>



     15.   Notice of Corporate Action.  If at any time:
           --------------------------

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

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

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

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 20 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled to exchange  their  Warrant  Shares for  securities  or other  property
deliverable upon such disposition,  dissolution, liquidation or winding up. Each
such written  notice shall be  sufficiently  given if addressed to Holder at the
last address of Holder  appearing  on the books of the Company and  delivered in
accordance with Section 17(d).

            16. Authorized  Shares. The Company covenants that during the period
      the  Warrant is  outstanding,  it will  reserve  from its  authorized  and
      unissued  Common  Stock a  sufficient  number of shares to provide for the
      issuance of the Warrant  Shares upon the exercise of any  purchase  rights
      under this Warrant.  The Company  further  covenants  that its issuance of
      this  Warrant  shall  constitute  full  authority  to its officers who are
      charged with the duty of executing stock certificates to execute and issue
      the necessary certificates for the Warrant Shares upon the exercise of the
      purchase  rights  under  this  Warrant.  The  Company  will  take all such
      reasonable  action as may be necessary to assure that such Warrant  Shares
      may be issued as provided  herein without  violation of any applicable law
      or regulation,  or of any  requirements of the Principal Market upon which
      the Common Stock may be listed.

<PAGE>

                  The  Company  shall  not by  any  action,  including,  without
limitation,   amending  its   certificate  of   incorporation   or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities  or any other  voluntary  action,  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  but will at all
times in good  faith  assist in the  carrying  out of all such  terms and in the
taking of all such  actions as may be necessary  or  appropriate  to protect the
rights of Holder  against  impairment.  Without  limiting the  generality of the
foregoing, the Company will (a) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise  immediately  prior to such
increase  in par  value,  (b)  take  all  such  action  as may be  necessary  or
appropriate  in order that the Company may validly and legally  issue fully paid
and nonassessable  Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having  jurisdiction  thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.

                  Before  taking any action which would result in an  adjustment
in the number of Warrant  Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

            17.   Miscellaneous.
                  -------------

(a)   Jurisdiction.  This Warrant shall  constitute a contract under the laws of
      New York, without regard to its conflict of law,  principles or rules, and
      be subject to arbitration  pursuant to the terms set forth in the Purchase
      Agreement.

(b)   Restrictions.  The Holder  acknowledges  that the Warrant Shares  acquired
      upon  the  exercise  of  this  Warrant,  if  not  registered,   will  have
      restrictions upon resale imposed by state and federal securities laws.

(c)  Nonwaiver  and  Expenses.  No course of  dealing or any delay or failure to
     exercise  any right  hereunder  on the part of Holder  shall  operate  as a
     waiver of such right or  otherwise  prejudice  Holder's  rights,  powers or
     remedies, notwithstanding all rights hereunder terminate on the Termination
     Date.  If the  Company  willfully  and  knowingly  fails to comply with any
     provision of this  Warrant,  which  results in any material  damages to the
     Holder, the Company shall pay to Holder such amounts as shall be sufficient
     to cover any costs and expenses  including,  but not limited to, reasonable
     attorneys'  fees,  including  those of appellate  proceedings,  incurred by
     Holder in  collecting  any  amounts  due  pursuant  hereto or in  otherwise
     enforcing any of its rights, powers or remedies hereunder.

(d)   Notices. Any notice, request or other document required or permitted to be
      given or  delivered  to the Holder by the Company  shall be  delivered  in
      accordance with the notice provisions of the Purchase Agreement.

(e)   Limitation  of  Liability.   No  provision   hereof,  in  the  absence  of
      affirmative   action  by  Holder  to  purchase  Warrant  Shares,   and  no

<PAGE>

      enumeration herein of the rights or privileges of Holder,  shall give rise
      to any  liability of Holder for the purchase  price of any Common Stock or
      as a stockholder of the Company, whether such liability is asserted by the
      Company or by creditors of the Company.

(f)   Remedies.  Holder,  in addition to being  entitled to exercise  all rights
      granted  by law,  including  recovery  of  damages,  will be  entitled  to
      specific  performance of its rights under this Warrant. The Company agrees
      that  monetary  damages  would not be adequate  compensation  for any loss
      incurred by reason of a breach by it of the provisions of this Warrant and
      hereby agrees to waive the defense in any action for specific  performance
      that a remedy at law would be adequate.

(g)   Successors  and  Assigns.  Subject to  applicable  securities  laws,  this
      Warrant and the rights and obligations evidenced hereby shall inure to the
      benefit of and be  binding  upon the  successors  of the  Company  and the
      successors and permitted assigns of Holder. The provisions of this Warrant
      are  intended to be for the  benefit of all  Holders  from time to time of
      this  Warrant  and shall be  enforceable  by any such  Holder or holder of
      Warrant Shares.

(h)  Amendment. This Warrant may be modified or amended or the provisions hereof
     waived with the written consent of the Company and the Holder.

(i)   Severability.  Wherever possible,  each provision of this Warrant shall be
      interpreted  in such manner as to be effective and valid under  applicable
      law,  but if any  provision  of this  Warrant  shall be  prohibited  by or
      invalid under  applicable  law, such provision shall be ineffective to the
      extent  of  such  prohibition  or  invalidity,  without  invalidating  the
      remainder of such provisions or the remaining provisions of this Warrant.

(j)   Headings.  The headings  used in this Warrant are for the  convenience  of
      reference  only and shall not, for any  purpose,  be deemed a part of this
      Warrant.


            IN  WITNESS  WHEREOF,  the  Company  has caused  this  Warrant to be
executed by its officer thereunto duly authorized.


Dated: January __, 2001
                              L.A.M. PHARMACEUTICAL CORP.



                              By:_____________________________________________
                                      Alan Drizen, Chief Executive Officer



<PAGE>



      To:   L.A.M. Pharmaceutical Corp.


     (1)  The  undersigned  hereby elects to purchase  ________  Warrant Shares
(the "Common Stock"),  of L.A.M.  Pharmaceutical  Corp. pursuant to the terms of
the attached  Warrant,  and tenders  herewith  payment of the exercise  price in
full, together with all applicable transfer taxes, if any.

     (2) Please issue a certificate or  certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:


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

The Warrant Shares shall be delivered to the following:


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

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

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




                                         Hockbury Limited


                                          By: ______________________________
                                                Name:
                                                Title:

                                          Dated:  ________________________






<PAGE>




                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is

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



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

                                           Dated:  ______________, _______


            ______Holder's Signature:     _____________________________

            ______Holder's Address: _____________________________

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



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.