THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE
            HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN
                     THIS WARRANT EXCEPT AS HEREIN PROVIDED.

               VOID AFTER 5:00 P.M. EASTERN TIME, JANUARY 24, 2006

                                     WARRANT

                               For the Purchase of

                         ________ Shares of Common Stock

                                       of

                          L.A. M. PHARMACEUTICALS CORP.


1.    Warrant.
      -------

      THIS CERTIFIES THAT, for $1.00 and other good and valuable  consideration,
duly paid by or on behalf of __________________  ("Holder"), as registered owner
of this  Warrant,  to  L.A.M.  Pharmaceuticals  Corp.,  a  Delaware  corporation
("Company"),  Holder is  entitled,  at any time or from time to time at or after
January ____, 2001  ("Commencement  Date"),  and at or before 5:00 p.m., Eastern
Time January 24, 2006 ("Expiration Date"), but not thereafter, to subscribe for,
purchase and receive, in whole or in part, up to ________ (___) shares of Common
Stock of the Company,  $.0001 par value ("Common Stock"). If the Expiration Date
is a day on which banking institutions are authorized by law to close, then this
Warrant may be exercised on the next  succeeding  day which is not such a day in
accordance  with the terms herein.  During the period  ending on the  Expiration
Date,  the  Company  agrees not to take any  action  that  would  terminate  the
Warrant.  This  Warrant is  initially  exercisable  at $4.83 per share of Common
Stock  purchased;  provided,  however,  that upon the  occurrence  of any of the
events  specified  in  Section 6 hereof,  the rights  granted  by this  Warrant,
including  the  exercise  price and the  number of shares of Common  Stock to be
received upon such exercise,  shall be adjusted as therein  specified.  The term
"Exercise Price" shall mean the initial exercise price or the adjusted  exercise
price,  depending  on  the  context,  of a  share  of  Common  Stock.  The  term
"Securities"  shall mean the shares of Common Stock  issuable  upon  exercise of
this Warrant.

2.    Exercise.
      --------

      2.1 Exercise  Form. In order to exercise  this Warrant,  the exercise form
attached  hereto  must be duly  executed  and  completed  and  delivered  to the
Company,  together  with this Warrant and payment of the Exercise  Price for the
Securities being purchased.  If the subscription rights represented hereby shall
not be exercised at or before 5:00 p.m.,  Eastern time, on the Expiration  Date,
this Warrant shall become and be void without  further force or effect,  and all
rights represented hereby shall cease and expire.



<PAGE>


      2.2 Legend.  Each certificate for Securities  purchased under this Warrant
shall bear a legend as follows,  unless  such  Securities  have been  registered
under the Securities Act of 1933, as amended ("Act"):

      "The securities  represented by this  certificate have not been registered
      under the Securities Act of 1933, as amended  ("Act") or applicable  state
      law.  The  securities  may not be  offered  for  sale,  sold or  otherwise
      transferred except pursuant to an effective  registration  statement under
      the Act, or pursuant to an exemption from  registration  under the Act and
      applicable state law."

      2.3   Conversion Right.
            ----------------

            2.3.1  Determination  of  Amount.  In  lieu  of the  payment  of the
Exercise Price in cash, the Holder shall have the right (but not the obligation)
to convert this  Warrant,  in whole or in part,  into Common Stock  ("Conversion
Right"),  as follows:  upon exercise of the Conversion  Right, the Company shall
deliver to the  Holder  (without  payment  by the Holder of any of the  Exercise
Price) that number of shares of Common Stock equal to the  quotient  obtained by
dividing (x) the "Value" (as defined  below) of the portion of the Warrant being
converted at the time the Conversion Right is exercised by (y) the Market Price.
The  "Value" of the  portion of the  Warrant  being  converted  shall  equal the
remainder  derived from  subtracting  (a) the Exercise  Price  multiplied by the
number of Warrants being converted from (b) the Market Price of the Common Stock
multiplied by the number of Warrants being converted.  As used herein,  the term
"Market Price" at any date shall be deemed to be the last reported sale price of
the Common Stock on such date,  or, in case no such reported sale takes place on
such day,  the  average of the last  reported  sale  prices for the  immediately
preceding  three  trading  days,  in either case as  officially  reported by the
principal securities exchange on which the Common Stock is listed or admitted to
trading,  or, if the Common  Stock is not listed or  admitted  to trading on any
national  securities  exchange or if any such exchange on which the Common Stock
is listed is not its principal  trading market,  the last reported sale price as
furnished by the National  Association  of  Securities  Dealers,  Inc.  ("NASD")
through the Nasdaq National Market or SmallCap  Market,  or, if applicable,  the
OTC Bulletin  Board, or if the Common Stock is not listed or admitted to trading
on any of the foregoing markets, or similar organization,  as determined in good
faith by resolution of the Board of Directors of the Company,  based on the best
information available to it. Upon conversion of Warrants, the number of Warrants
exercisable hereunder will be reduced by the number of Warrants converted.

            2.3.2  Exercise of Conversion  Right.  The  Conversion  Right may be
exercised by the Holder on any business  day on or after the  Commencement  Date
and not later than the  Expiration  Date by  delivering  the Warrant with a duly
executed exercise form attached hereto with the conversion  section completed to
the Company,  exercising the Conversion Right and specifying the total number of
shares of Common Stock the Holder will purchase pursuant to such conversion.

3.    Transfer.
      --------

      3.1 General  Restrictions.  The registered Holder of this Warrant,  by its
acceptance  hereof,  agrees  that  it will  not  sell,  transfer  or  assign  or
hypothecate  this Warrant to anyone except upon compliance  with, or pursuant to
exemptions  from,  applicable  securities  laws.  In order to make any permitted
assignment,  the Holder must deliver to the Company the assignment form attached
hereto duly  executed and  completed,  together with this Warrant and payment of
all transfer taxes, if any, payable in connection  therewith.  The Company shall
immediately  transfer this Warrant on the books of the Company and shall execute
and  deliver  a new  Warrant  or  Warrants  of  like  tenor  to the  appropriate
assignee(s)  expressly  evidencing the right to purchase the aggregate number of
shares of Common Stock  purchasable  hereunder or such portion of such number as
shall be contemplated by any such assignment.

<PAGE>


      3.2  Restrictions  Imposed by the  Securities  Act.  This  Warrant and the
Securities underlying this Warrant shall not be transferred unless and until (i)
the  Company  has  received  the  opinion  of counsel  for the Holder  that such
securities may be sold pursuant to an exemption from registration under the Act,
and  applicable  state law,  the  availability  of which is  established  to the
reasonable  satisfaction  of  the  Company,  or  (ii) a  registration  statement
relating to such Securities has been filed by the Company and declared effective
by the Securities and Exchange  Commission and compliance with applicable  state
law.

4.    New Warrants to be Issued.
      -------------------------

      4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3
hereof,  this Warrant may be  exercised or assigned in whole or in part.  In the
event of the exercise or assignment  hereof in part only, upon surrender of this
Warrant for cancellation, together with the duly executed exercise or assignment
form and funds (or conversion  equivalent)  sufficient to pay any Exercise Price
and/or  transfer  tax,  the Company  shall cause to be  delivered  to the Holder
without  charge a new  Warrant of like tenor to this  Warrant in the name of the
Holder  evidencing  the right of the Holder to purchase the aggregate  number of
shares of Common  Stock and  Warrants  purchasable  hereunder  as to which  this
Warrant has not been exercised or assigned.

      4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory
to it of the loss,  theft,  destruction  or  mutilation  of this  Warrant and of
reasonably satisfactory indemnification, the Company shall execute and deliver a
new Warrant of like tenor and date. Any such new Warrant  executed and delivered
as a result of such loss,  theft,  mutilation or destruction  shall constitute a
substitute contractual obligation on the part of the Company.

5.    Registration Rights.
      -------------------

      5.1   Demand Registration.

            5.1.1 Grant of Right.  The Company,  upon written  demand  ("Initial
Demand  Notice") of the Holder(s) of more than 50%  ("Majority  Holders") of the
Warrants and/or the underlying  Common Stock agrees to register on one occasion,
all or any portion of the underlying  Common Stock  ("Registrable  Securities"),
requested by the Majority Holders in the Initial Demand Notice. Upon the request
by the Majority Holders as set forth in the preceding sentence, the Company will
file a registration  statement covering the Registrable Securities within thirty
days after receipt of the Initial Demand Notice and use its best efforts to have
such registration  statement declared effective as soon as possible  thereafter.
Should this registration or the effectiveness thereof be delayed by the Company,
the  exercisability of the Warrants shall be extended for a period of time equal
to the delay in registering the Registrable Securities. Moreover, if the Company
willfully fails to comply with the provisions of this Section 5.1.1, the Company
shall,  in addition to any other  equitable  or other  relief  available  to the
Holder(s),  be liable  for any and all  incidental,  special  and  consequential
damages  sustained by the Holder(s).  The demand for registration may be made at
any time during a period of five years beginning one year from the  Commencement
Date. The Company  covenants and agrees to give written notice of its receipt of
any Initial  Demand Notice by any Holder(s) to all other  registered  Holders of
the Warrants and/or the Registerable Securities within ten days from the date of
the receipt of any such Initial Demand Notice.

            5.1.2 Terms. The Company shall bear all fees and expenses  attendant
to  registering  the  Registrable   Securities  if  such   registration  of  the
Registrable  Securities of any Holder  relates to an Initial  Demand Notice from
the  Majority  Holders,  including  any  filing  fees  payable  to the  National
Association of Securities  Dealers,  Inc., but the Holders shall pay any and all
underwriting  commissions and the expenses of any legal counsel  selected by the
Holders  to  represent  them in  connection  with  the  sale of the  Registrable
Securities.  The Company agrees to use its reasonable best efforts to qualify or

<PAGE>

register the Registrable  Securities in such States as are reasonably  requested
by the Majority Holder(s); provided, however, that in no event shall the Company
be required  to register  the  Registrable  Securities  in a State in which such
registration  would  cause (i) the  Company  to be  obligated  to  qualify to do
business  in such State,  or would  subject the Company to taxation as a foreign
corporation   doing  business  in  such   jurisdiction  or  (ii)  the  principal
stockholders  of the Company to be  obligated  to escrow their shares of capital
stock of the Company.  The Company shall cause any registration  statement filed
pursuant to the demand rights  granted  under Section 5.1.1 to remain  effective
for a  period  of  nine  consecutive  months  from  the  effective  date of such
registration statement unless the registration statement is on Form S-3 in which
case the Company  shall cause the  registration  statement  to remain  effective
until all the Registrable Securities are sold.

      5.2   "Piggy-Back" Registration.
             ------------------------

            5.2.1  Grant of Right.  The  Holders of this  Warrant for so long as
they  hold any of the  Registrable  Securities  shall  have the  right  from the
Commencement  Date to include all or any part of the  Registrable  Securities as
part of any  registration  of  securities  filed by the  Company  (other than in
connection with a transaction  contemplated by Rule 145(a) promulgated under the
Act  or  pursuant  to  Form  S-8  or  any  equivalent  form),   including  those
registrations  filed  prior  to the  date  hereof  but  which  have not yet been
declared effective;  provided,  however,  that if, in the written opinion of the
Company's managing  underwriter or underwriters,  if any, for such offering (the
"Underwriter"),  the inclusion of the Registrable Securities,  when added to the
securities being registered by the Company or the selling  stockholder(s),  will
exceed the maximum amount of the Company's  securities which can be marketed (i)
at a price  reasonably  related  to their then  current  market  value,  or (ii)
without  materially  and adversely  affecting the entire  offering,  the Company
shall  nevertheless  register all or any portion of the  Registrable  Securities
required to be so registered but such  Registrable  Securities shall not be sold
by the Holders until 90 days after the registration  statement for such offering
has  become  effective;  and  provided  further  that,  if  any  securities  are
registered  for sale on behalf of other  stockholders  in such offering and such
stockholders  have not agreed to defer such sale until the expiration of such 90
day period,  the number of  securities  to be sold by all  stockholders  in such
public  offering  during such 90 day period shall be apportioned  pro rata among
all  such  selling  stockholders,  including  all  holders  of  the  Registrable
Securities,  according to the total amount of securities of the Company proposed
to  be  sold  by  said  selling  stockholders,  including  all  holders  of  the
Registrable Securities.

            5.2.2 Terms. The Company shall bear all fees and expenses  attendant
to registering the Registrable Securities,  including any filing fees payable to
the National Association of Securities Dealers,  Inc., but the Holders shall pay
any and all  underwriting  commissions  and the  expenses  of any legal  counsel
selected by the Holders to  represent  them in  connection  with the sale of the
Registrable  Securities.  In the  event  of such a  proposed  registration,  the
Company shall  furnish the then Holders of  outstanding  Registrable  Securities
with not less than thirty days  written  notice  prior to the  proposed  date of
filing of such registration statement. Such notice to the Holders shall continue
to be given for each registration statement filed by the Company until such time
as all of the Registrable  Securities have been sold by the Holder.  The holders
of the Registrable  Securities shall exercise the  "piggy-back"  rights provided
for herein by giving  written  notice,  within twenty days of the receipt of the
Company's notice of its intention to file a registration statement.  The Company
shall cause any registration  statement filed pursuant to the above "piggy-back"
rights to remain effective until all Registrable Securities thereunder have been
sold, or are freely saleable,  without restriction,  under an exemption from the
registration requirements.  Nothing contained in this Warrant shall be construed
as requiring  any Holder to exercise  this Warrant or any part thereof  prior to
the initial filing of any registration statement or the effectiveness thereof.


<PAGE>

      5.3   General Terms

            5.3.1 Indemnification.
                  ---------------

                  (a)  The  Company   shall   indemnify  the  Holder(s)  of  the
Registrable  Securities  to be  sold  pursuant  to  any  registration  statement
hereunder and any  underwriter or person deemed to be an  underwriter  under the
Act and each  person,  if any,  who controls  such  Holders or  underwriters  or
persons deemed to be underwriters within the meaning of Section 15 of the Act or
Section  20(a) of the  Securities  Exchange Act of 1934,  as amended  ("Exchange
Act"),  against all loss,  claim,  damage,  expense or liability  (including all
reasonable   attorneys'   fees  and  other  expenses   reasonably   incurred  in
investigating, preparing or defending against any claim whatsoever) to which any
of them may become subject under the Act, the Exchange Act or otherwise, arising
from  disclosures  in  such  registration   statement.   The  Holder(s)  of  the
Registrable Securities to be sold pursuant to such registration  statement,  and
their successors and assigns,  shall severally,  and not jointly,  indemnify the
Company,  against all loss, claim,  damage,  expense or liability (including all
reasonable   attorneys'   fees  and  other  expenses   reasonably   incurred  in
investigating,  preparing or defending  against any claim  whatsoever)  to which
they may become  subject under the Act, the Exchange Act or  otherwise,  arising
from  information  furnished by or on behalf of such  Holders,  in writing,  for
specific inclusion in such registration statement.

                  (b)  If  any  action  is  brought   against  a  party  hereto,
("Indemnified  Party") in respect of which  indemnity may be sought  against the
other party ("Indemnifying Party"), such Indemnified Party shall promptly notify
Indemnifying Party in writing of the institution of such action and Indemnifying
Party shall assume the defense of such action, including the employment and fees
of counsel  reasonably  satisfactory to the Indemnified  Party. Such Indemnified
Party  shall have the right to employ its or their own counsel in any such case,
but the fees and  expenses  of such  counsel  shall  be at the  expense  of such
Indemnified  Party unless (i) the  employment  of such  counsel  shall have been
authorized in writing by  Indemnifying  Party in connection  with the defense of
such  action,  or (ii)  Indemnifying  Party shall not have  employed  counsel to
defend such action,  or (iii) such Indemnified  Party shall have been advised by
counsel that there may be one or more legal  defenses  available to it which may
result in a conflict between the Indemnified  Party and  Indemnifying  Party (in
which case Indemnifying  Party shall not have the right to direct the defense of
such action on behalf of the  Indemnified  Party),  in any of which events,  the
reasonable  fees and expenses of not more than one additional  firm of attorneys
designated  in  writing  by all  the  Indemnified  Parties  shall  be  borne  by
Indemnifying Party.  Notwithstanding  anything to the contrary contained herein,
if Indemnified  Party shall assume the defense of such action as provided above,
Indemnifying  Party  shall not be liable for any  settlement  of any such action
effected without its written consent.

                  (c) If  the  indemnification  or  reimbursement  provided  for
hereunder is finally judicially determined by a court of competent  jurisdiction
to be  unavailable  to an  Indemnified  Party (other than as a consequence  of a
final  judicial  determination  of  willful  misconduct,   bad  faith  or  gross
negligence of such Indemnified  Party),  then Indemnifying Party agrees, in lieu
of  indemnifying  such  Indemnified  Party,  to contribute to the amount paid or
payable by such  Indemnified  Party (i) in such  proportion as is appropriate to
reflect  the  relative  benefits  received,   or  sought  to  be  received,   by
Indemnifying Party on the one hand and by such Indemnified Party on the other or
(ii) if (but only if) the allocation  provided in clause (i) of this sentence is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the  relative  benefits  referred  to in such  clause  (i) but also the
relative fault of Indemnifying  Party and of such Indemnified  Party;  provided,
however,  that in no event shall the aggregate  amount  contributed  by a Holder
exceed the profit,  if any, earned by such Holder as a result of the exercise by
him of the  Warrants  and the sale by him of the  underlying  shares  of  Common
Stock.

<PAGE>


                  (d) The rights accorded to Indemnified Parties hereunder shall
be in addition to any rights that any Indemnified  Party may have at common law,
by separate agreement or otherwise.

            5.3.2 Exercise of Warrants.  Nothing contained in this Warrant shall
be construed as requiring the Holder(s) to exercise  their  Warrants prior to or
after the initial  filing of any  registration  statement  or the  effectiveness
thereof.

            5.3.3  Documents  Delivered to Holders.  The Company  shall  deliver
promptly  to  each  Holder   participating   in  the  offering   requesting  the
correspondence  and memoranda  described  below and to the managing  underwriter
copies of all correspondence between the Commission and the Company, its counsel
or auditors and all memoranda relating to discussions with the Commission or its
staff with  respect to the  registration  statement  and permit  each Holder and
underwriter to do such  investigation,  upon  reasonable  advance  notice,  with
respect to information  contained in or omitted from the registration  statement
as it deems  reasonably  necessary to comply with applicable  securities laws or
rules of the NASD. Such investigation shall include access to books, records and
properties  and  opportunities  to discuss the  business of the Company with its
officers and independent  auditors,  all to such  reasonable  extent and at such
reasonable times and as often as any such Holder shall reasonably request.

            5.3.4  Limitation  of  Registration   Rights.   Notwithstanding  the
provisions of Sections 5.1.1 and 5.2.1 above,  the Holders of this Warrant shall
not have the registration  rights described herein in respect of the Registrable
Securities if the Holders have been advised in writing by securities  counsel to
the Company that the Registrable  Securities may be sold by the Holders pursuant
to Rule  144(k)  or  pursuant  to any other  exemption  from  registration  then
available under the federal  securities laws and state securities laws,  without
restriction,  including  among other things,  as to method of sale and number of
securities.

6.    Adjustments

      6.1  Adjustments to Exercise Price and Number of Securities.  The Exercise
Price and the number of shares of Common Stock  underlying this Warrant shall be
subject to adjustment from time to time as hereinafter set forth:

            6.1.1   Stock   Dividends  -   Recapitalization,   Reclassification,
Split-Ups.  If, after the date hereof,  and subject to the provisions of Section
6.2 below,  the number of  outstanding  shares of Common Stock is increased by a
stock  dividend on the Common  Stock  payable in shares of Common  Stock or by a
split-up,  recapitalization  or  reclassification  of shares of Common  Stock or
other similar event,  then, on the effective date thereof,  the number of shares
of Common  Stock  issuable on exercise of this  Warrant  shall be  increased  in
proportion to such increase in outstanding shares.

            6.1.2 Aggregation of Shares.  If after the date hereof,  and subject
to the  provisions  of Section 6.2, the number of  outstanding  shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares
of Common Stock or other similar event,  then,  upon the effective date thereof,
the number of shares of Common Stock  issuable on exercise of this Warrant shall
be decreased in proportion to such decrease in outstanding shares.

            6.1.3  Adjustments in Exercise Price.  Whenever the number of shares
of Common Stock  purchasable  upon the exercise of this Warrant is adjusted,  as
provided in this  Section  6.1,  the  Exercise  Price shall be adjusted  (to the
nearest cent) by  multiplying  such  Exercise  Price  immediately  prior to such
adjustment  by a  fraction  (x) the  numerator  of which  shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such  adjustment,  and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.

<PAGE>


            6.1.4 Replacement of Securities upon Reorganization, etc. In case of
any reclassification or reorganization of the outstanding shares of Common Stock
other than a change  covered by Section 6.1.1 hereof or which solely affects the
par  value of such  shares  of  Common  Stock,  or in the case of any  merger or
consolidation  of the Company  with or into  another  corporation  (other than a
consolidation  or merger in which the Company is the continuing  corporation and
which  does  not  result  in  any  reclassification  or  reorganization  of  the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another  corporation  or entity of the property of the Company as an entirety or
substantially  as an entirety in connection with which the Company is dissolved,
the Holder of this Warrant shall have the right thereafter (until the expiration
of the right of exercise of this  Warrant) to receive upon the exercise  hereof,
for the same aggregate  Exercise Price payable  hereunder  immediately  prior to
such  event,  the kind and  amount  of shares  of stock or other  securities  or
property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation,  or upon a dissolution following any such sale or other
transfer,  by a Holder of the  number of shares of Common  Stock of the  Company
obtainable upon exercise of this Warrant immediately prior to such event; and if
any reclassification  also results in a change in shares of Common Stock covered
by  Sections  6.1.1 or 6.1.2,  then such  adjustment  shall be made  pursuant to
Sections  6.1.1,  6.1.2,  6.1.3 and this Section  6.1.4.  The provisions of this
Section   6.1.4  shall   similarly   apply  to   successive   reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.

            6.1.5  Changes in Form of Warrant.  This form of Warrant need not be
changed  because of any change  pursuant to this  Section,  and Warrants  issued
after  such  change  may state the same  Exercise  Price and the same  number of
shares of Common  Stock and  Warrants  as are stated in the  Warrants  initially
issued pursuant to this Agreement.  The acceptance by any Holder of the issuance
of new Warrants  reflecting a required or permissive  change shall not be deemed
to waive any rights to a prior adjustment or the computation thereof.

      6.2 Elimination of Fractional Interests. The Company shall not be required
to issue certificates  representing fractions of shares of Common Stock upon the
exercise of this Warrant, nor shall it be required to issue scrip or pay cash in
lieu of any  fractional  interests,  it being the intent of the parties that all
fractional  interests  shall be  eliminated  by rounding  any fraction up to the
nearest whole number of shares of Common Stock or other  securities,  properties
or rights.

7.  Reservation  and Listing.  The Company  shall at all times  reserve and keep
available out of its authorized  shares of Common Stock,  solely for the purpose
of issuance upon exercise of this Warrant, such number of shares of Common Stock
or other securities, properties or rights as shall be issuable upon the exercise
thereof.  The Company  covenants and agrees that,  upon exercise of the Warrants
and payment of the Exercise Price therefor, all shares of Common Stock and other
securities  issuable upon such exercise shall be duly and validly issued,  fully
paid and non-assessable and not subject to preemptive rights of any stockholder.
As long as the Warrants  shall be  outstanding,  the Company  shall use its best
efforts  to cause all  shares of Common  Stock  issuable  upon  exercise  of the
Warrants to be listed (subject to official notice of issuance) on all securities
exchanges (or, if applicable on Nasdaq) on which the Common Stock is then listed
and/or quoted.

8.    Certain Notice Requirements.
      ---------------------------

      8.1 Holder's Right to Receive Notice. Nothing herein shall be construed as
conferring upon the Holders the right to vote or consent or to receive notice as
a stockholder  for the election of directors or any other  matter,  or as having
any rights whatsoever as a stockholder of the Company.  If, however, at any time
prior to the  expiration of the Warrants and their  exercise,  any of the events
described in Section 8.2 shall occur,  then, in one or more of said events,  the
Company  shall give written  notice of such event at least fifteen days prior to
the date fixed as a record  date or the date of closing the  transfer  books for

<PAGE>

the determination of the stockholders  entitled to such dividend,  distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify  such record date or the date of the closing of the transfer  books,  as
the case may be.

      8.2 Events  Requiring  Notice.  The Company  shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company  shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution, or (ii)
the Company  shall offer to all the holders of its Common  Stock any  additional
shares  of  capital  stock of the  Company  or  securities  convertible  into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor,  or (iii) a merger or reorganization in which the
Company  is not the  surviving  party,  or (iv) a  dissolution,  liquidation  or
winding up of the Company  (other than in  connection  with a  consolidation  or
merger)  or a sale  of all or  substantially  all of its  property,  assets  and
business shall be proposed.

      8.3 Notice of Change in Exercise Price. The Company shall,  promptly after
an event  requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change ("Price Notice").  The Price
Notice shall describe the event causing the change and the method of calculating
same and  shall  be  certified  as being  true  and  accurate  by the  Company's
President and Chief Financial Officer.

      8.4  Transmittal  of Notices.  All notices,  requests,  consents and other
communications  under this  Warrant  shall be in writing  and shall be deemed to
have been duly made on the date of delivery if delivered  personally  or sent by
overnight courier,  with  acknowledgment of receipt by the party to which notice
is  given,  or on the fifth  day  after  mailing  if mailed to the party to whom
notice  is  to be  given,  by  registered  or  certified  mail,  return  receipt
requested,  postage  prepaid and properly  addressed  as follows:  (i) if to the
registered Holder of this Warrant, to the address of such Holder as shown on the
books of the Company,  or (ii) if to the  Company,  to its  principal  executive
office.

9.    Miscellaneous.
      -------------


<PAGE>



      9.1 Headings.  The headings  contained  herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Warrant.

      9.2 Entire Agreement. This Warrant (together with the other agreements and
documents  being  delivered  pursuant  to or in  connection  with this  Warrant)
constitutes  the entire  agreement  of the parties  hereto  with  respect to the
subject matter hereof, and supersedes all prior agreements and understandings of
the parties,  oral and written,  with respect to the subject matter hereof.  9.3
Binding  Effect.  This Warrant shall inure solely to the benefit of and shall be
binding upon, the Holder and the Company and their respective successors,  legal
representatives  and assigns,  and no other person shall have or be construed to
have any legal or equitable right,  remedy or claim under or in respect of or by
virtue of this Warrant or any provisions herein contained.

      9.4  Governing  Law;  Submission  to  Jurisdiction.  This Warrant shall be
governed by and construed  and enforced in accordance  with the law of the State
of New York,  without  giving  effect to  conflict of laws.  The Company  hereby
agrees  that any  action,  proceeding  or claim  against it  arising  out of, or
relating in any way to this Warrant  shall be brought and enforced in the courts
of the State of New York or of the  United  States of America  for the  Southern
District  of New York,  and  irrevocably  submits  to such  jurisdiction,  which
jurisdiction shall be exclusive. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any
process or summons to be served upon the Company may be served by transmitting a
copy thereof by registered or certified mail, return receipt requested,  postage
prepaid,  addressed  to it at the  address  set forth in Section 8 hereof.  Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company  in any  action,  proceeding  or  claim.  The  Company  agrees  that the
prevailing  party(ies)  in any such action shall be entitled to recover from the
other party(ies) all of its reasonable  attorneys' fees and expenses relating to
such action or proceeding  and/or  incurred in connection  with the  preparation
therefor.  9.5 Waiver,  Etc.  The failure of the Company or the Holder to at any
time  enforce  any of the  provisions  of this  Warrant  shall  not be deemed or
construed  to be a waiver of any such  provision,  nor to in any way  affect the
validity of this Warrant or any provision  hereof or the right of the Company or
any Holder to thereafter  enforce each and every  provision of this Warrant.  No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions
of this  Warrant  shall be  effective  unless set forth in a written  instrument
executed  by the party or  parties  against  whom or which  enforcement  of such
waiver  is  sought;  and  no  waiver  of  any  such  breach,  non-compliance  or
non-fulfillment  shall be  construed  or  deemed  to be a waiver of any other or
subsequent breach, non-compliance or non-fulfillment.

      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed by
its duly authorized officer as of the 24th day of January, 2001.

                                    L.A.M. PHARMACEUTICALS CORP.



                                    By:__________________________________
                                          Name: Alan Drizen
                                          Title: Chief Executive Officer


<PAGE>


Form to be used to exercise Warrant:

L.A.M. Pharmaceuticals Corp.
800 Sheppard Avenue West, Commercial Unit 1
North York, Ontario, Canada M3H 6B4


Date:  _____________________, 20___

            The  undersigned  hereby elects  irrevocably  to exercise the within
Warrant   and   to    purchase    ________    shares   of   Common    Stock   of
_________________________ and hereby makes payment of $____________ (at the rate
of  $_________  per share of Common  Stock) in  payment  of the  Exercise  Price
pursuant  thereto.  Please  issue the Common  Stock as to which this  Warrant is
exercised in accordance with the instructions given below.

                                      or

            The  undersigned  hereby elects  irrevocably to convert its right to
purchase  ____________  shares  of Common  Stock  purchasable  under the  within
Warrant      into      __________      shares     of     Common     Stock     of
__________________________________________   (based  on  a  "Market   Price"  of
$________  per  share  of  Common  Stock).  Please  issue  the  Common  Stock in
accordance with the instructions given below.


                                    --------------------------------------
                                    Signature


---------------------------
Signature Guaranteed

            NOTICE:  The signature to this form must correspond with the name as
written  upon  the  face of the  within  Warrant  in  every  particular  without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank,  other than a savings  bank,  or by a trust  company  or by a firm  having
membership on a registered national securities exchange.

                  INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name        ________________________________________________________
                              (Print in Block Letters)


Address     ________________________________________________________


<PAGE>


Form to be used to assign Warrant:

                                  ASSIGNMENT


     (To be executed by the registered Holder to effect a transfer of the within
Warrant):

            FOR VALUE  RECEIVED,  ________________________________  does  hereby
sell,  assign and transfer unto  _________________________________  the right to
purchase     _____________________     shares     of     Common     Stock     of
_________________________________  ("Company")  evidenced by the within  Warrant
and does hereby authorize the Company to transfer such right on the books of the
Company.


Dated:   ____________________, 20____



                                    --------------------------------------
                                    Signature






     NOTICE: The signature to this form must correspond with the name as written
upon the face of the within Warrant in every  particular  without  alteration or
enlargement or any change  whatsoever,  and must be guaranteed by a bank,  other
than a savings bank,  or by a trust company or by a firm having  membership on a
registered national securities exchange.



<PAGE>


                          L.A.M. PHARMACEUTICAL, CORP.
                            SCHEDULE TO EXHIBIT 10.4


      As partial  consideration  for the  services of GKN  Securities  Corp.  as
placement agent in connection with the Equity Line of Credit, the Company issued
GKN Securities warrants to purchase 455,580 shares of the Company's common stock
at a price of $4.83 per share.  The  warrants may be exercised at any time prior
to January  24,  2006.  Warrants to purchase  209,500  shares were  subsequently
assigned to four employees of GKN Securities.

      The form of warrant held by GKN Securities Corp. and the four employees is
filed as Exhibit 10.4 to this Registration Statement. This schedule provides the
names of the warrant  holders and the shares  issuable  upon the exercise of the
warrants as required by Instruction 2 to Item 601 of Regulation S-K:

Name of Warrant Holder  Shares Issuable Upon Exercise of Warrant

      GKN Securities Corp.                             246,080
      Brandon Ross                                     159,000
      Jorge Tabuas                                       7,500
      Lisa McInnes                                      35,500
      Chris Toepke                                       7,500