EX-4.8



THIS WARRANT AND THE UNDERLYING  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR ANY  OTHER
SECURITIES  LAWS,  HAVE  BEEN  TAKEN  FOR  INVESTMENT,  AND  MAY  NOT BE SOLD OR
TRANSFERRED  OR OFFERED FOR SALE OR  TRANSFER  UNLESS A  REGISTRATION  STATEMENT
UNDER THE SECURITIES ACT AND OTHER  APPLICABLE  SECURITIES  LAWS WITH RESPECT TO
SUCH  SECURITIES IS THEN IN EFFECT,  OR IN THE OPINION OF COUNSEL (WHICH OPINION
IS REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES), SUCH REGISTRATION
UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

                                                              ------------
                                Date: ____, 2004              ------------
                                                              ------------





                  WARRANT FOR THE PURCHASE OF _______ SHARES OF

                   COMMON STOCK OF ELITE PHARMACEUTICALS, INC.

Exercise  Price:  $1.23 per share,  subject to adjustment as provided below (the
"Exercise Price")


         THIS IS TO CERTIFY that, for value  received,  ___________________  and
its  successors  and  assigns  (collectively,  the  "Holder"),  is  entitled  to
purchase,  subject to the terms and  conditions  hereinafter  set  forth,  up to
_______ shares (the "Warrant Shares") of the common stock ("Common  Stock"),  of
Elite  Pharmaceuticals,  Inc., a Delaware  corporation (the  "Company"),  and to
receive certificates for the Common Stock so purchased.

         1.  EXERCISE  PERIOD.  The period (the  "Exercise  Period") in which to
purchase  shares of Common  Stock is the period  beginning on the earlier of (i)
the  effectiveness  of a registration  statement  covering  shares of the Common
Stock issued upon  conversion of the Series A Preferred  Stock,  par value $0.01
per share, of the Company,  sold by the Company in a private placement  pursuant
to the Placement  Agent  Agreement  dated August 12, 2004,  and (ii) October __,
2005;  and end at 5:00  p.m.,  New York  time on the  earlier  of (x) the  fifth
anniversary of the effectiveness of such registration  statement and (y) October
__, 2010. This Warrant will terminate  automatically  and  immediately  upon the
expiration of the Exercise Period.

         2.  EXERCISE  OF  WARRANT;  CASHLESS  EXERCISE.  This  Warrant  may  be
exercised,  in whole or in part,  at any time and from time to time  during  the
Exercise Period. Such exercise shall be accomplished by tender to the Company of
Exercise  Price,  either (a) in cash, by wire transfer or by certified  check or
bank  cashier's  check,  payable  to  the  order  of  the  Company,  or  (b)  by
surrendering  all or a portion of the Warrant using the amount by which the Fair
Market  Value,  as defined,  exceeds the Exercise  Price to purchase a number of
shares of Common  Stock  without the payment of any cash as  illustrated  in the
formula  below  in  this  Section  2  (a  "Cashless  Exercise"),  together  with
presentation  and  surrender  to the  Company of this  Warrant  with an



                                       1
<PAGE>

executed  subscription  in  substantially  the form attached hereto as EXHIBIT A
(the "Subscription"). Upon receipt of the foregoing, the Company will deliver to
the Holder,  as promptly  as possible  but in no event more than three  business
days, a certificate or certificates  representing  the shares of Common Stock so
purchased,  registered in the name of the Holder or its transferee (as permitted
under Section 3 below). With respect to any exercise of this Warrant, the Holder
will for all  purposes  be deemed  to have  become  the  holder of record of the
number of shares of Common Stock purchased hereunder on the date this Warrant is
delivered to the Company with a properly  executed  Subscription  and payment of
the Exercise Price (the "Exercise  Date"),  irrespective of the date of delivery
of the  certificate  evidencing  such shares,  except that,  if the date of such
receipt is a date on which the stock  transfer  books of the Company are closed,
such person will be deemed to have become the holder of such shares at the close
of business on the next  succeeding  date on which the stock  transfer books are
open.  Fractional shares of Common Stock will not be issued upon the exercise of
this Warrant.  In lieu of any fractional  shares that would have been issued but
for the immediately  preceding sentence,  the Holder will be entitled to receive
cash equal to the  current  Fair  Market  Value of such  fraction  of a share of
Common Stock on the trading day immediately  preceding the Exercise Date. In the
event this Warrant is exercised in part,  the Company  shall issue a new Warrant
to the Holder  covering  the  aggregate  number of shares of Common  Stock as to
which this Warrant remains exercisable for.

         If the Holder elects to conduct a Cashless Exercise,  the Company shall
cause to be delivered to the Holder a certificate or  certificates  representing
the number of shares of Common Stock computed using the following formula:

         X = Y (A-B)

                    A

         Where:

                    X    =   the number of shares of Common Stock to be issued
                             to Holder;

                    Y    =   the  portion of the  Warrant (in number of shares
                             of Common Stock) being  exercised by Holder (at the
                             date of such calculation) on a cashless basis;

                    A    =   the  Fair  Market  Value of one  share of  Common
                             Stock on the Exercise Date (as  calculated  below);
                             and

                    B    =   Exercise Price.

For purposes of the above calculation,  the fair market value of one share shall
mean:  (i) if the  principal  trading  market for such  securities is a national
securities exchange,  the Nasdaq Stock Market or the  Over-the-Counter  Bulletin
Board (OCBB) (or a similar  system then in use), the average last reported sales
or if only traded on the OCBB,  the average last closing  price on the principal
market for the five trading days immediately prior to the Exercise Date; or (ii)
if (i) is not applicable, and if bid and asked prices for shares of Common Stock
are reported by the National Quotation Bureau, Inc., the average of the high bid
and low asked prices so reported for the five trading days immediately  prior to
the Exercise Date.  Notwithstanding the foregoing,  if



                                       2
<PAGE>

there is no last reported sales or closing price or bid and asked prices, as the
case may be, for the period in question, then the fair market value of one share
on the Exercise  Date shall be  determined  in good faith by, and reflected in a
formal resolution of, the board of directors of the Company.

         3. TRANSFERABILITY AND EXCHANGE.

                  (a) This  Warrant,  and the  Common  Stock  issuable  upon the
exercise hereof, may not be sold,  transferred,  pledged or hypothecated  unless
the  Company  shall have been  provided  with an opinion  of  counsel,  or other
evidence  reasonably  satisfactory to it, that such transfer is not in violation
of the Securities Act, and any applicable state securities laws.  Subject to the
satisfaction of the aforesaid condition,  this Warrant and the underlying shares
of Common  Stock  shall be  transferable  from time to time by the  Holder  upon
written notice to the Company.  If this Warrant is  transferred,  in whole or in
part, the Company shall, upon surrender of this Warrant to the Company,  deliver
to each  transferee  a  Warrant  evidencing  the  rights of such  transferee  to
purchase the number of shares of Common Stock that such  transferee  is entitled
to purchase pursuant to such transfer. The Company may place a legend similar to
the legend at the top of this  Warrant on any  replacement  Warrant  and on each
certificate  representing  shares  issuable upon exercise of this Warrant or any
replacement  Warrants.  Only a registered  Holder may enforce the  provisions of
this Warrant  against the Company.  No transfer of this Warrant may be effective
upon a failure  to  deliver  by the  Registered  Holder to the  Company  of this
Warrant and Assignment substantially in the form set forth in EXHIBIT B attached
hereto.

                  (b) This  Warrant is  exchangeable  upon its  surrender by the
registered  Holder  to the  Company  for  new  Warrants  in form  and  substance
representing  in the  aggregate  the  right to  purchase  the  number  of shares
purchasable hereunder.

         4.  ADJUSTMENTS  TO  EXERCISE  PRICE AND  NUMBER OF SHARES  SUBJECT  TO
WARRANT. The Exercise Price and the number of shares of Common Stock purchasable
upon the  exercise of this Warrant are subject to  adjustment  from time to time
upon the occurrence of any of the events specified in this Section 4.

                  (a) DIVIDENDS, ETC. In case the Company shall, with respect to
the  holders of its Common  Stock,  (i) pay a Common  Stock  dividend  or make a
distribution to its stockholders in shares of Common Stock or other  securities,
(ii) split or subdivide  its  outstanding  shares of Common Stock into a greater
number of shares, or (iii) combine its outstanding shares of Common Stock into a
smaller  number of shares,  then the Exercise Price in effect at the time of the
record  date  for  such  dividend  or on  the  effective  date  of  such  split,
subdivision or combination, and/or the number and kind of securities issuable on
such date, shall be  proportionately  adjusted so that the Holder of any Warrant
thereafter  exercised shall be entitled to receive the aggregate number and kind
of shares of Common Stock (or such other  securities other than Common Stock, as
the case may be) of the Company,  at the same aggregate Exercise Price, that, if
such Warrant had been exercised immediately prior to such date, the Holder would
have owned upon such  exercise  and been  entitled  to receive by virtue of such
dividend, distribution, split, subdivision or combination. Such adjustment shall
be made successively whenever any event listed above shall occur.

                  (b) MERGER,  ETC.  If at any time after the date hereof  there
shall be a merger or  consolidation of the Company with or into or a transfer of
all or  substantially  all of the assets of



                                       3
<PAGE>

the Company to another entity, then the Holder shall be entitled to receive upon
or after such transfer,  merger or consolidation  becoming  effective,  and upon
payment of the  Exercise  Price  then in  effect,  the number of shares or other
securities or property of the Company or of the successor  corporation resulting
from such merger or consolidation,  which would have been received by the Holder
for the shares of stock subject to this Warrant had this Warrant been  exercised
just prior to such transfer,  merger or consolidation  becoming  effective or to
the  applicable  record date  thereof,  as the case may be. The Company will not
merge or consolidate  with or into any other  corporation,  or sell or otherwise
transfer  its  property,  assets and  business  substantially  as an entirety to
another  corporation,  unless  the  corporation  resulting  from such  merger or
consolidation (if not the Company), or such transferee corporation,  as the case
may be, shall expressly  assume in writing the due and punctual  performance and
observance  of each and every  covenant  and  condition  of this  Warrant  to be
performed and observed by the Company.

                  (c)  RECLASSIFICATION,  ETC.  If at any  time  after  the date
hereof there shall be a reorganization or  reclassification of the securities as
to which  purchase  rights under this Warrant exist into the same or a different
number of  securities  of any other  class or  classes,  then the  Holder  shall
thereafter  be entitled to receive  upon  exercise of this  Warrant,  during the
period  specified  herein and upon payment of the Exercise Price then in effect,
the  number  of shares  or other  securities  or  property  resulting  from such
reorganization or reclassification, which would have been received by the Holder
for the shares of stock  subject to this  Warrant had this  Warrant at such time
been exercised.

                  (d) WEIGHTED AVERAGE ADJUSTMENT. If at any time after the date
hereof,  the Company  shall  issue  shares of Common  Stock or rights,  options,
warrants or other  securities  to subscribe  for or purchase  Common  Stock,  or
securities  convertible or  exercisable  into or  exchangeable  for Common Stock
("Common Stock Equivalents")  (excluding shares, rights,  options,  warrants, or
convertible  or  exchangeable  securities,  issued or issuable (i) in any of the
transactions  with  respect  to which an  adjustment  of the  Exercise  Price is
provided  pursuant  to  Sections  4(a) -(c)  above,  (ii) upon  exercise  of the
Warrants  or any  other  Common  Stock  Equivalents  outstanding  as of the date
hereof,  (iii) upon conversion of the Series A Preferred  Stock, par value $0.01
per share, of the Company,  (iv) pursuant to any stock option plans, stock bonus
plans or stock incentive plans, (v) in connection,  or as consideration for, any
merger,  consolidation,  acquisition  of a majority of the voting  equity of any
entity,  acquisition of any discrete  business unit of any entity or acquisition
of assets (in each case,  whether  directly  with,  by, or into the Company or a
direct or  indirect  subsidiary  of the  Company)  or (vi) with  respect  to any
issuance  or  transaction  as to which  holders of a majority  of the  Company's
Series A Preferred  Stock,  par value  $0.01 per share,  have  provided  written
consent), at a price per share lower than the Exercise Price per share of Common
Stock in effect  immediately  prior to such  issuance,  then the Exercise  Price
shall be  reduced on the date of such  issuance  to a price  (calculated  to the
nearest cent) determined by multiplying the Exercise Price in effect immediately
prior to such  issuance by a fraction,  (1) the  numerator  of which shall be an
amount  equal to the sum of (A) the number of shares of Common  Stock on a fully
diluted  basis  (assuming  conversion,  exchange or exercise of all Common Stock
Equivalents)  immediately  prior to such issuance plus (B) the quotient obtained
by dividing the consideration  received by the Company upon such issuance by the
Exercise  Price,  and (2) the  denominator of which shall be the total number of
shares of Common Stock on a fully diluted basis (assuming  conversion,  exchange
or exercise of all Common Stock  Equivalents)  immediately  after such issuance.
For the  purposes of such  adjustments,  the maximum  number of shares which the
holders of any such



                                       4
<PAGE>

Common  Stock  Equivalents  shall be  entitled to  subscribe  for or purchase or
convert  or  exchange  such  securities  into  shall be deemed to be issued  and
outstanding  as of the date of such  issuance  (whether or not such Common Stock
Equivalent  is  then  exercisable,   convertible  or   exchangeable),   and  the
consideration  received  by the  Company  therefor  shall  be  deemed  to be the
consideration  received by the Company for such Common Stock  Equivalents,  plus
the minimum  aggregate  consideration  or premiums  stated in such Common  Stock
Equivalents, to be paid for the shares covered thereby. No further adjustment of
the Exercise Price shall be made as a result of the actual issuance of shares of
Common Stock on exercise of such Common Stock Equivalents.  On the expiration or
the  termination of such Common Stock  Equivalents,  or the  termination of such
right to convert or exchange,  the Exercise Price shall  forthwith be readjusted
(but only with respect to that  portion of the  Warrants  which has not yet been
exercised)  to such Exercise  Price as would have  obtained had the  adjustments
made upon the  issuance of such  Common  Stock  Equivalents,  been made upon the
basis of the  delivery  of only the  number of shares of Common  Stock  actually
delivered upon the exercise of such Common Stock Equivalents;  and on any change
of the number of shares of Common  Stock  deliverable  upon the  exercise of any
such Common Stock Equivalents, or any change in the consideration to be received
by the Company upon such exercise,  conversion, or exchange,  including, but not
limited to, a change resulting from the anti-dilution  provisions  thereof,  the
Exercise Price, as then in effect,  shall forthwith be readjusted (but only with
respect to that  portion of the  Warrants  which has not yet been  exercised  or
converted  after such change) to such Exercise Price as would have been obtained
had an adjustment  been made upon the issuance of such Common Stock  Equivalents
not exercised  prior to such change,  or  securities  not converted or exchanged
prior to such  change,  on the basis of such change.  In case the Company  shall
issue  shares  of  Common  Stock or any such  Common  Stock  Equivalents,  for a
consideration  consisting,  in whole or in part, of property  other than cash or
its equivalent,  then the "price per share" and the  "consideration  received by
the Company" for purposes of the first sentence of this Section 4(d) shall be as
determined  in good faith by the Board of Directors  of the  Company.  Shares of
Common  Stock  owned  by  or  held  for  the  account  of  the  Company  or  any
majority-owned subsidiary shall not be deemed outstanding for the purpose of any
such computation.  In the event of any adjustment in the Exercise Price pursuant
to this Section  4(d),  the number of Warrant  Shares  issuable  hereunder  upon
exercise shall be inversely  proportionately  increased or decreased as the case
may be, such that aggregate purchase price for Warrant Shares upon full exercise
of this Warrant shall remain the same.

                  (e) Notwithstanding  any provision herein to the contrary,  no
adjustment in the Exercise Price shall be required unless such adjustment  would
require an increase or decrease of at least 1% in the Exercise Price;  provided,
however,  that any  adjustments  which by  reason of this  Section  4(e) are not
required  to be made shall be  carried  forward  and taken  into  account in any
subsequent  adjustment.  All calculations  under this Section 4 shall be made to
the nearest cent or the nearest one-hundredth of a share, as the case may be.

                  (f)  In  the  event  that  at  any  time,  as a  result  of an
adjustment made pursuant to Section 4(a) or (b) above, the Holder of any Warrant
thereafter  exercised  shall  become  entitled  to receive any shares of capital
stock of the Company other than shares of Common Stock, thereafter the number of
such other shares so receivable upon exercise of any Warrant shall be subject to
adjustment  from time to time in a manner and on terms as nearly  equivalent  as
practicable  to the  provisions  with  respect  to the  shares of  Common  Stock
contained in this



                                       5
<PAGE>

Section 4, and the other provisions of this Warrant shall apply on like terms to
any such other shares.

                  (g) In case  any  event  shall  occur as to  which  the  other
provisions of this Section 4 are not strictly applicable but the failure to make
any adjustment would not fairly protect the purchase rights  represented by this
Warrant in accordance with the essential intent and principles hereof,  then, in
each such case, the Company shall effect such adjustment,  on a basis consistent
with the essential  intent and principles  established in this Section 4, as may
be necessary to preserve,  without dilution,  the purchase rights represented by
this  Warrant.  In no event shall any  adjustment be required or result from the
sale by the Company of securities or convertible securities or the grant or sale
of  options  or  warrants  to  purchase  shares  of its  Common  Stock  or other
securities.

         5. REGISTRATION RIGHTS. The Holder shall be entitled to the benefits of
the  Registration  Rights  Agreement  the form of which is  attached  hereto  as
EXHIBIT C.

         6.  RESERVATION  OF SHARES.  The Company agrees at all times to reserve
and hold available out of its authorized but unissued shares of Common Stock the
number of  shares  of  Common  Stock  issuable  upon the full  exercise  of this
Warrant.  The  Company  further  covenants  and agrees that all shares of Common
Stock that are delivered upon the exercise of this Warrant will,  upon delivery,
be fully paid and nonassessable and free from all taxes,  liens and charges with
respect to the purchase thereof hereunder.

         7. NOTICES TO HOLDER.  Upon any  adjustment  of the Exercise  Price (or
number of shares of Common Stock  purchasable upon the exercise of this Warrant)
pursuant to Section 4, the Company shall  promptly  thereafter,  but in no event
later than 10 days after the event causing the adjustment has occurred, cause to
be given to the Holder  written  notice of such  adjustment.  Such notice  shall
include  the  Exercise  Price  (and/or  the  number of  shares  of Common  Stock
purchasable upon the exercise of this Warrant) after such adjustment,  and shall
set forth in reasonable detail the Company's method of calculation and the facts
upon which such calculations were based. Where appropriate, such notice shall be
given in advance and included as a part of any notice required to be given under
the other provisions of this Section 7.

         In the event of (a) any  fixing by the  Company  of a record  date with
respect to the holders of any class of securities of the Company for the purpose
of  determining  which  of such  holders  are  entitled  to  dividends  or other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property,  or to
receive  any  other  right  or to give  effect  to any  split,  (b) any  capital
reorganization of the Company,  or  reclassification  or recapitalization of the
capital stock of the Company or any transfer of all or substantially  all of the
assets or business of the Company to, or  consolidation or merger of the Company
with or into,  any other entity or person,  or (c) any voluntary or  involuntary
dissolution  or  winding  up of the  Company,  then and in each  such  event the
Company will give the Holder a written notice specifying, as the case may be (i)
the record date for such split,  dividend,  distribution,  or right, and stating
the amount and character of such split,  dividend,  distribution,  or right;  or
(ii)   the   date  on   which   any   such   reorganization,   reclassification,
recapitalization,  transfer,  consolidation,  merger,  conveyance,  dissolution,
liquidation, or winding up is to take place and the time, if any is to be fixed,
as of which the  holders  of record of Common  Stock (or such  capital  stock or
securities  receivable  upon the exercise of this Warrant)



                                       6
<PAGE>

shall be entitled to exchange  their shares of Common Stock (or such other stock
securities) for securities or other property  deliverable  upon such event.  Any
such notice shall be given at least 10 days prior to the  earliest  date therein
specified.

         8. NO RIGHTS AS A STOCKHOLDER. This Warrant does not entitle the Holder
to any voting rights,  distribution rights, dividend rights or other rights as a
stockholder of the Company, nor to any other rights whatsoever except the rights
herein set forth.

         9. ADDITIONAL  COVENANTS OF THE COMPANY.  If the Common Stock is listed
for trading on any national  securities  exchange or Nasdaq,  the Company shall,
upon  issuance  of any  shares for which this  Warrant  is  exercisable,  at its
expense, promptly obtain and maintain the listing of such shares.

         The Company shall comply with the reporting requirements of Sections 13
and  15(d)  of the  Exchange  Act  for so long as and to the  extent  that  such
requirements apply to the Company.

         The Company shall not, by amendment of 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.  Without limiting the generality of the foregoing, the Company (a) will
not  increase  the par value of any  shares of  capital  stock  receivable  upon
exercise of this Warrant above the amount  payable  therefor upon such exercise,
(b) will take all such actions as may be necessary or  appropriate in order that
the Company may validly and legally  issue fully paid and  nonassessable  stock,
and (c) the Company shall not, by amendment of its Certificate of  Incorporation
or Bylaws or  through  a  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issuance,  or sale of securities  or any other  voluntary
action, avoid, circumvent, or seek to avoid the observance or performance of any
of the terms to be observed or performed under this Warrant by the Company,  but
shall at all times in good faith assist in carrying out of all the provisions of
this Warrant and in taking all such action as may be necessary or appropriate to
protect Holder's rights under this Warrant against impairment.

         10.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and
inure to the benefit of the Company, the Holder and their respective  successors
and permitted assigns.

         11.  NOTICES.  The Company agrees to maintain a ledger of the ownership
of this  Warrant  (the  "Ledger").  Any  notice  hereunder  shall  be  given  by
registered  or certified  mail if to the  Company,  at its  principal  executive
office and, if to the Holder, to its address shown in the Ledger of the Company;
provided,  however,  that the  Holder  may at any time on  three  business  days
written  notice to the Company  designate or substitute  one other address where
notice  is to be  given.  Notice  shall be  deemed  given  and  received  when a
certified or registered  letter,  properly  addressed with postage  prepaid,  is
deposited in the U.S. mail.

         12.  SEVERABILITY.  Every  provision  of this Warrant is intended to be
severable.  If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the remainder of this
Warrant.

         13.  GOVERNING  LAW. This Warrant shall be governed by and construed in
accordance  with the laws of the State of Delaware  without giving effect to the
principles of choice of laws thereof.


                                       7
<PAGE>

         14. ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provision of this  Warrant,  the  prevailing  party shall be entitled to recover
reasonable  attorneys'  fees in addition to its costs and expenses and any other
available remedy.

         15. ENTIRE  AGREEMENT.  This Warrant  (including the Exhibits  attached
hereto) constitutes the entire understanding  between the Company and the Holder
with  respect  to  the  subject   matter   hereof,   and  supersedes  all  prior
negotiations,  discussions,  agreements  and  understandings  relating  to  such
subject matter.

                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK.]




                                       8
<PAGE>




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

                                          Elite Pharmaceuticals, Inc.

                                      By:
                                          -------------------------------------
                                          Bernard Berk, Chief Executive Officer





                                       9
<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

(To be Executed by the Holder to Exercise  the Rights To Purchase  Common  Stock
Evidenced by the Within Warrant)

         The undersigned hereby irrevocably subscribes for _______ shares of the
Common  Stock of the Company  pursuant to and in  accordance  with the terms and
conditions of the Warrant to which this form is a part, and hereby makes payment
of $_______  therefor by  tendering  cash,  wire  transferring  or  delivering a
certified check or bank cashier's check, payable to the order of the Company (or
by electing a Cashless  Exercise as provided in Section 2 of the  Warrant).  The
undersigned  requests that a  certificate  for the Common Stock be issued in the
name of the  undersigned  and be  delivered  to the  undersigned  at the address
stated below.  If said  certificate for the Common Stock is less than all of the
shares purchasable  pursuant to the Warrant, the undersigned requests that a new
Warrant  of like  tenor for the  balance  of the  remaining  shares  purchasable
thereunder be delivered to the undersigned at the address stated below.

         In connection with the issuance of the Common Stock, I hereby represent
to the  Company  that I am  acquiring  the Common  Stock for my own  account for
investment  and  not  with a view  to,  or for  resale  in  connection  with,  a
distribution  of the shares within the meaning of the Securities Act of 1933, as
amended  (the  "Securities  Act")  except to the  extent,  the  Common  Stock is
registered under the Securities Act for distribution.

         I  understand  that  because the Common  Stock has not been  registered
under the Securities Act, I must hold such Common Stock indefinitely  unless the
Common Stock is  subsequently  registered and qualified under the Securities Act
or is exempt from such registration and qualification.  I shall make no transfer
or  disposition  of the  Common  Stock  unless  (a) in the  opinion  of  counsel
reasonably  satisfactory to the Company such transfer or disposition can be made
without  registration under the Securities Act by reason of a specific exemption
from such registration and such qualification,  or (b) a registration  statement
has been filed pursuant to the  Securities  Act and has been declared  effective
with respect to such disposition.

         I agree that each  certificate  representing the Common Stock delivered
to me shall bear substantially the same legend as set forth on the front page of
the Warrant.

         I  further  agree  that  the  Company  may  place  stop  orders  on the
certificates evidencing the Common Stock with the transfer agent, if any, to the
same effect as the above legend. The legend and stop transfer notice referred to
above shall be removed only upon my  furnishing  to the Company of an opinion of
counsel (reasonably  satisfactory to the Company) to the effect that such legend
may be removed.



                                       A-1


<PAGE>

Date:_______________________________     Signed:________________________________

                                         Address:_______________________________











                                      A-2
<PAGE>


                                    EXHIBIT B

                                   ASSIGNMENT

        (To be Executed by the Holder to Effect Transfer of the Warrant)


         For Value Received __________________________ hereby sells, assigns and
transfers  to  _________________________  the  Warrant  attached  hereto and the
rights  represented  thereby to  purchase  _________  shares of Common  Stock in
accordance  with the terms and conditions  hereof,  and does hereby  irrevocably
constitute  and appoint  _________________________  as attorney to transfer such
Warrant on the books of the Company with full power of substitution.

         The Assignor shall not transfer or dispose of the Warrant unless (a) in
the opinion of counsel reasonably  satisfactory to the Company, such transfer or
disposition can be made without  registration  under the Securities Act of 1933,
as amended (the "Securities  Act"), by reason of a specific  exemption from such
registration and such  qualification,  or (b) a registration  statement has been
filed  pursuant  to the  Securities  Act and has been  declared  effective  with
respect to such disposition.

Dated:________________________             Signed: _____________________________


Please print or typewrite                  Please insert Social Security
name and address of                        or other Tax Identification
assignee:                                  Number of Assignee:

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

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

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






                                       B-1

<PAGE>

                                    EXHIBIT C

                      FORM OF REGISTRATION RIGHTS AGREEMENT











                                       C-1