Exhibit 4.2


VOID AFTER 5:00 P.M. EASTERN TIME ON December 5, 2006

NEITHER THIS WARRANT NOR THE WARRANT SHARES HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THE COMPANY WILL NOT TRANSFER THIS WARRANT
OR THE WARRANT SHARES UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
COVERING SUCH WARRANT OR SUCH WARRANT SHARES, AS THE CASE MAY BE, UNDER THE
SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST
RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS AND ITS
AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER
ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO
RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                           MEDICAL NUTRITION USA, INC.
                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

                                                  Warrant to Subscribe for
December 5, 2003                                  88,889 Shares of Common Stock


                         Not Transferable or Exercisable
                     Except Upon Conditions Herein Specified
                     ---------------------------------------

         THIS CERTIFIES that, for value received, _____________ (such person or
entity and any successor and assign being hereinafter referred to as the
`Holder") is entitled to subscribe for and purchase from Medical Nutrition USA,
Inc., a Delaware corporation (hereinafter referred to as the "Company"),
Eighty-Eight Thousand Eight Hundred Eighty-Nine (88,889) shares of Common Stock,
(the "Common Stock"), of the Company (such shares to be subject to adjustment in
accordance with Section 4 hereof, hereinafter sometimes called the "Warrant
Shares") at an exercise price of $3.00 per share as adjusted in accordance with
Section 4 hereof (the "Strike Price").

         1.       Exercise of Warrant.

                  1.1      The rights represented by this Warrant may be
exercised by the Holder hereof, in whole at any time or in part from time to
time from and after the date hereof to and including December 5, 2006, but not
as to a fractional share of Common Stock, by the surrender of this Warrant
(properly endorsed) at the principal office of the Company, at 10 West Forest
Avenue, Englewood, New Jersey 07631 (or at such other office of the Company in
the United States of America as the Company may designate by notice in writing
to the Holder hereof at the address of such Holder appearing on the books of the
Company), and by payment to the Company of the Strike Price in cash or by
certified or official bank check in United States Dollars for each share being
purchased.
<PAGE>

                  1.2      In the event of any exercise of the rights
represented by this Warrant, (i) a certificate or certificates for the shares of
Common Stock so purchased, registered in the name of the person entitled to
receive the same, shall be mailed to the Holder as soon as practicable (but in
any event within ten (10) days) after the rights represented by this Warrant
shall have been so exercised; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any such certificate in a name other than that
of the registered Holder thereof, and the Company shall not be required to issue
or deliver such certificates unless or until the person or persons requesting
the issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has been
paid; and (ii) unless this Warrant has expired, a new Warrant representing the
number of shares (except a remaining fractional share), if any, with respect to
which this Warrant shall not then have been exercised shall also be issued to
the Holder hereof within such time. The person in whose name any certificate for
shares of Common Stock is issued upon exercise of this Warrant shall, for all
purposes, be deemed to have become the Holder of record of such shares on the
date on which this Warrant was surrendered and payment of the Strike Price was
made, irrespective of the date of delivery of such certificate, except that, if
the date of such surrender and payment is a date when the stock transfer books
of the Company are closed, such person shall be deemed to have become the Holder
of record of such shares at the close of business on the next succeeding date on
which the stock transfer books are open. The issuance of any shares of Common
Stock pursuant to the terms of this Warrant shall at all times be subject to
compliance with all requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and with all applicable foreign and state securities and blue
sky laws then in effect.

                  1.3      Covenants as to Capital Stock. The Company covenants
and agrees all Warrant Shares will, upon issuance, be validly issued, fully paid
and nonassessable, and free from all taxes, liens and charges with respect to
the issue thereof. The Company shall keep reserved a sufficient number of shares
of the authorized and unissued shares of Common Stock to provide for the
exercise of the rights of purchase represented by this Warrant in compliance
with its terms.

         2.       Transfer.

                  2.1      Securities Laws. Neither this Warrant nor the Warrant
Shares have been registered under the Securities Act. The Company will not
transfer this Warrant or the Warrant Shares unless (i) there is an effective
registration statement covering such Warrant or such shares, as the case may be,
under the Securities Act and applicable states securities laws, (ii) it first
receives a letter from an attorney, acceptable to the Company's board of
directors or its agents, stating that in the opinion of the attorney the
proposed transfer is exempt from registration under the Securities Act and under
all applicable state securities laws, or (iii) the transfer is made pursuant to
Rule 144 under the Securities Act.


                                      -2-
<PAGE>

                  2.2      Investment Representations. The Holder of the Warrant
agrees and acknowledges the Warrant is being purchased for his own account, for
investment purposes only, that he either has a prior personal or business
relationship with the officers, directors or controlling persons, or by reason
of his business or financial experience, or the business or financial experience
of his professional advisors who are unaffiliated with and not compensated by
the Company, could be reasonably assumed to have the capacity to protect his own
interests in connection with the purchase of and the exercise of the Warrant,
and not for the account of any other person, and not with a view to
distribution, assignment or resale to others or to fractionalization in whole or
in part, and the Holder further represents, warrants and agrees as follows: no
other person has or will have a direct or indirect beneficial interest in this
Warrant and the Holder will not sell, hypothecate or otherwise transfer the
Warrant except in accordance with the Securities Act and applicable state
securities laws or unless, in the opinion of counsel for the Holder acceptable
to the Company, an exemption from the registration requirements of the
Securities Act and such state laws is available. Holder is an "accredited
investor" within the meaning of Securities and Exchange Commission Rule 501 of
Regulation D, as presently in effect.

                  2.3      Conditions to Transfer. Prior to any such proposed
transfer, and as a condition thereto, if such transfer is not made pursuant to
an effective registration statement under the Securities Act, the Holder will,
if requested by the Company, deliver to the Company (i) an investment covenant
signed by the proposed transferee, (ii) an agreement by such transferee that the
restrictive investment legend set forth below be placed on the certificate or
certificates representing the securities acquired by such transferee, (iii) an
agreement by such transferee that the Company may place a "stop transfer order"
with its transfer agent or registrar, and (iv) an agreement by the transferee to
indemnify the Company to the same extent as set forth in the next succeeding
paragraph.

                  2.4      Indemnity. The Holder acknowledges that he
understands the meaning and legal consequences of this Section, and the Holder
hereby agrees to indemnify and hold harmless the Company, its representatives
and each officer, director, agent, and legal counsel thereof from and against
any and all loss, damage or liability (including all attorneys' fees and costs
incurred in enforcing this indemnity provision) due to or arising out of (a) the
inaccuracy of any representation or the breach of any warranty of the Holder
contained in, or any other breach of, this Warrant, (b) any transfer of any of
this Warrant or the Warrant Shares in violation of the Securities Act, the
Securities Exchange Act of 1934, as amended, or the rules and regulations
promulgated under either of such acts, (c) any transfer of this Warrant or any
of the Warrant Shares not in accordance with this Warrant or (d) any untrue
statement or omission to state any material fact in connection with the
investment representations or with respect to the facts and representations
supplied by the Holder to counsel to the Company upon which its opinion as to a
proposed transfer shall have been based.

                  2.5      Transfer. Except as specifically restricted hereby,
this Warrant and the Warrant Shares issued may be transferred by the Holder in
whole or in part at any time or from time to time. Upon surrender of this
Warrant certificate to the Company or at the office of its stock transfer agent,
if any, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any transfer tax, and upon compliance with the foregoing
provisions, the Company shall, without charge, execute and deliver a new Warrant
certificate in the name of the assignee named in such instrument of assignment,
and this Warrant certificate shall promptly be canceled. Any assignment,
transfer, pledge, hypothecation or other disposition of this Warrant attempted
contrary to the provisions of this Warrant, or any levy of execution, attachment
or other process attempted upon this Warrant, shall be null and void and without
effect.


                                      -3-
<PAGE>

         3.       Rights of the Holder. The Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.

         4.       Anti-Dilution Provisions.

                  4.1      Stock Splits, Dividends, Etc.

                           4.1.1      If the Company shall at any time after the
date hereof subdivide its outstanding shares of Common Stock (or other
securities at the time receivable upon the exercise of the Warrant) by
recapitalization, reclassification or split-up thereof, or if the Company shall
declare a stock dividend or distribute shares of Common Stock to its
shareholders, the number of shares of Common Stock subject to this Warrant
immediately prior to such subdivision shall be proportionately increased, and if
the Company shall at any time combine the outstanding shares of Common Stock by
recapitalization, reclassification or combination thereof, the number of shares
of Common Stock subject to this Warrant immediately prior to such combination
shall be proportionately decreased.

                           4.1.2      Whenever the number of shares of Common
Stock purchasable upon the exercise of this Warrant is adjusted, as provided in
this Section, the Strike Price shall be adjusted to the nearest cent by
multiplying such Strike 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 immediately prior to such adjustment, and (y) the
denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter. Any such adjustment to the Strike Price
pursuant to this Section shall be effective at the close of business on the
effective date of such subdivision or combination or if any adjustment is the
result of a stock dividend or distribution then the effective date for such
adjustment based thereon shall be the record date therefor.

                  4.2      Adjustment for Reorganization, Consolidation, Merger,
Etc. In case of any reorganization of the Company (or any other corporation, the
securities of which are at the time receivable on the exercise of this Warrant)
after the date hereof, or in case after such date the Company (or any such other
corporation) shall consolidate with or merge into another corporation or convey
all or substantially all of its assets to another corporation, then, and in each
such case, the Holder of this Warrant upon the exercise as provided in Section 1
above at any time after the consummation of such reorganization, consolidation,
merger or conveyance, shall be entitled to receive, in lieu of the securities
and property receivable upon the exercise of this Warrant prior to such
consummation, the securities or property to which such Holder would have been
entitled upon such consummation if such Holder had exercised this Warrant
immediately prior thereto; in each such case, the terms of this Warrant shall be
applicable to the securities or property received upon the exercise of this
Warrant after such consummation.


                                      -4-
<PAGE>

                  4.3      Certificate as to Adjustments. In each case of an
adjustment in the number of shares of Common Stock receivable on the exercise of
this Warrant, the Company at its expense shall promptly compute such adjustment
in accordance with the terms of the Warrant and prepare a certificate executed
by an officer of the Company setting forth such adjustment and showing the facts
upon which such adjustment is based. The Company shall forthwith mail a copy of
each such certificate to each Holder.

                  4.4      Notices of Record Date, Etc. In case:

                           4.4.1      the Company shall take a record of the
holders of its Common Stock (or other securities at the time receivable upon the
exercise of the Warrant) for the purpose of entitling them to receive any
dividend (other than a cash dividend at the same rate as the rate of the last
cash dividend theretofore paid) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities, or to receive any other right; or

                           4.4.2      of any voluntary or involuntary
dissolution, liquidation or winding-up of the Company, then, and in each such
case, the Company shall mail or cause to be mailed to each Holder a notice
specifying, as the case may be, (A) the date on which a record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (B) the date on which
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any,
to be fixed, as to which the holders of record of Common Stock (or such other
securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up. Such notice shall be mailed at least twenty (20) days prior to the
date therein specified, and this Warrant may be exercised prior to said date
during the term of the Warrant.

                  4.5      Threshold for Adjustments. Anything in this Section
to the contrary notwithstanding, the Company shall not be required to give
effect to any adjustment until the cumulative resulting adjustment in the Strike
Price pursuant to this Section shall have required a change of the Strike Price
by at least $0.01. No adjustment shall be made by reason of the issuance of
shares upon conversion rights, stock issuance rights or similar rights currently
outstanding.

         5.       Legend and Stop Transfer Orders. Unless the Warrant Shares
have been registered under the Securities Act, upon exercise of this Warrant
and the issuance of any of the Warrant Shares, the Company shall instruct its
transfer agent, if any, to enter stop transfer orders with respect to such
shares, and all certificates representing shares of Warrant Shares shall bear on
the face thereof substantially the following legend:

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT") OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR
                  SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR


                                      -5-
<PAGE>

                  HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
                  STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY
                  OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL
                  REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
                  IS NOT REQUIRED.

         6.       Transfer of Warrant. Subject to Section 3 hereof, this Warrant
and all rights hereunder are transferable in whole (or in part), at the office
of the Company referred to in Section 1 hereof by the Holder hereof in person or
by duly authorized attorney, upon surrender of this Warrant properly endorsed.
Each taker and Holder of this Warrant, by taking or holding the same, consents
and agrees that this Warrant, when endorsed, in blank, shall be deemed
negotiable, and, when so endorsed the Holder hereof may be treated by the
Company and all other persons dealing with this Warrant as the absolute owner
hereof for all purposes and as the person entitled to exercise the rights
represented by this Warrant, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until each transfer on
such books, the Company may treat the registered Holder hereof as the owner
hereof for all purposes.

         7.       Elimination of Fractional Interests. The Company shall not be
required to issue stock certificates representing fractions of shares of Common
Stock, nor shall it be required to issue script or pay cash in lieu of
fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated.

         8.       Exchange of Warrant. Subject to the limitations set forth
herein this Warrant is exchangeable, upon the surrender hereof by the Holder
hereof at the office of the Company designated in Section 1 hereof, for a new
Warrant of like tenor representing the right to subscribe for and purchase the
number of Warrant Shares which may be subscribed for and purchased hereunder.

         9.       Lost, Stolen, Mutilated or Destroyed Warrant. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and in the case of any such loss, theft or
destruction, upon delivery by such Holder of an indemnity agreement or security
reasonably satisfactory to the Company, and in case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company, upon reimbursement of
all reasonable expenses incident thereto, will issue and deliver to such Holder
a new Warrant of like tenor, in lieu of such lost, stolen, destroyed or
mutilated Warrant. Any Warrant delivered to such Holder in accordance with this
Section 9 shall bear the same securities legends as the Warrant which it
replaced.

         10.      Governing Law.  This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts made therein.


                                      -6-
<PAGE>

         11.      Notices. Any communications between the parties or notices
provided for in this Agreement may be given by mailing them, first class,
postage prepaid, to Holder at:

         Name:
              --------------------------------------
         Address:
                 -----------------------------------

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

and to the Company at:

         Medical Nutrition USA, Inc.
         10 West Forest Avenue
         Englewood, New Jersey  07631
         Attn:  Frank Newman

With a copy in each case to:

         Foley & Lardner
         402 West Broadway, 23rd Floor
         San Diego, California  92101
         Attn:  Kenneth D. Polin

or to such other address as either party may indicate to the other in writing
after the date of this Agreement.

         12.      Successors. All the covenants, agreements, representations
and warranties contained in this Warrant shall bind the parties hereto and their
respective heirs, executors, administrators, distributees, successors and
assigns.

         13.      Headings. The Article and Section headings in this Warrant are
inserted for purposes of convenience only and shall have no substantive effect.


                  [Remainder of Page Intentionally Left Blank]


                                      -7-
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by a duly authorized officer under its corporate seal and to be dated as of the
date first above written.


         "Company"                      Medical Nutrition USA, Inc.

                                        By:
                                           -------------------------------------

                                        Print Name:
                                                   -----------------------------

                                        Title:
                                              ----------------------------------

         "Holder"

                                        By:
                                           -------------------------------------


                           [Signature Page to Warrant]


                                      -8-
<PAGE>

                               FORM OF ASSIGNMENT
                               ------------------


[To be signed only upon transfer of the Warrant]


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________ all of the rights represented by the within
Warrant to purchase _____________ shares of Common Stock of Medical Nutrition
USA, Inc. (the "Company") to which the within Warrant relates, and appoints the
Corporate Secretary of the Company the attorney to transfer such rights on the
books of the Company with full power of substitution in the premises.


Dated


--------------------------------------      ------------------------------------
                                                        (Signature)


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


                                            ------------------------------------
                                                         (Address)


Notarization Required:
<PAGE>
                                FORM OF EXERCISE
                                ----------------


[To be signed only upon exercise of the Warrant]


         THE UNDERSIGNED, the Holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ________________ shares of Common Stock of Medical
Nutrition USA, Inc. and herewith tenders payment of $______________ in full
payment of the exercise price for such shares, and requests that the
certificates for such shares be issued in the name of, and delivered to,
_________________________ whose address is _____________________________________


Dated


--------------------------------------      ------------------------------------
                                                        (Signature)


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


                                            ------------------------------------
                                                         (Address)