exhibit4_2.htm


    Exhibit
      4.2

     

    THE
      SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
      HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS
      AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III)
      THE
      COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
      SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
      ACT
      OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

     

    THIS
      WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON DECEMBER 5, 2012 (the
      “EXPIRATION DATE”).

     

    No.
      FPA-1

     

    CAPRIUS,
      INC.


     

    PLACEMENT
      AGENT WARRANT TO PURCHASE 400,000 SHARES OF

    COMMON
      STOCK, PAR VALUE $0.01 PER SHARE

     

    For
      VALUE
      RECEIVED, EQUITY SOURCE PARTNERS, LLC (“Warrantholder”), is entitled to
      purchase, subject to the provisions of this Warrant, from Caprius, Inc., a
      Delaware corporation (the “Company”), at any time commencing six (6)
      months after the date hereof (the “Initial Exercise Date”) and not later
      than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at
      an
      exercise price per share equal to eighty-five ($0.85) cents (the exercise price
      in effect being herein called the “Warrant Price”), four
      hundred thousand (400,000)(“Warrant Shares”) of the Company’s Common
      Stock, par value $0.01 per share (“Common Stock”).  The number
      of Warrant Shares purchasable upon exercise of this Warrant and the Warrant
      Price shall be subject to adjustment from time to time as described
      herein.

     

    This
      Warrant has been initially issued as additional consideration to the initial
      Warrantholder for its services in connection with a private placement by the
      Company, pursuant to a Purchase Agreement, dated as of December 6, 2007, among
      the Company and the purchasers signatory thereto (the “Purchase
      Agreement”), in accordance with a Retainer Letter, dated November 7, 2007,
      between the initial Warrantholder and the Company.

     

    Section
      1.               Registration.  The
      Company shall maintain books for the transfer and registration of the
      Warrant.  Upon the initial issuance of this initial Warrant, the
      Company shall issue and register the Warrant in the name of the
      Warrantholder.

     

    Section
      2.               Transfers.  As
      provided herein, this Warrant may be transferred only pursuant to a registration
      statement filed under the Securities Act of 1933, as amended (the “Securities
      Act”), or an exemption from such registration or to an affiliate of the
      Warrantholder.  Subject to such restrictions, the Company shall
      transfer this Warrant from time to time upon the books to be maintained by
      the
      Company for that purpose, upon surrender thereof for transfer properly endorsed
      or  accompanied by appropriate instructions for transfer and such
      other documents as may be reasonably required by the Company, including, if
      required by the Company, an opinion of its counsel to the effect that such
      transfer is exempt from the registration requirements of the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Securities
      Act, to establish that such transfer is being made in accordance with the terms
      hereof, and a new Warrant shall be issued to the transferee and the surrendered
      Warrant shall be canceled by the Company.

     

    Section
      3.               Exercise
      of Warrant.  (a)  Exercise.  Subject to
      the provisions hereof, the Warrantholder may exercise this Warrant in whole
      or
      in part at any time commencing on the Initial Exercise Date and not later than
      5:00 P.M., Eastern time, on the Expiration Date upon surrender of the Warrant,
      together with delivery of the duly executed Warrant Exercise Form attached
      hereto as Appendix A and payment by cash, certified check or wire transfer
      of
      funds (or, in certain circumstances, by cashless exercise as provided in
      subsection (b) below) for the aggregate Warrant Price for that number of Warrant
      Shares then being purchased, to the Company during normal business hours on
      any
      business day at the Company’s principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the
      Warrantholder).  The Warrant Shares so purchased shall be deemed to be
      issued to the Warrantholder or the Warrantholder’s designee, as the record owner
      of such shares, as of the close of business on the date on which this Warrant
      shall have been duly surrendered (or evidence of loss, theft or destruction
      thereof and security or indemnity satisfactory to the Company), the Warrant
      Price shall have been paid and the completed Warrant Exercise Form shall have
      been delivered.  Certificates for the Warrant Shares so purchased,
      representing the aggregate number of shares specified in the Warrant Exercise
      Form, shall be delivered to the Warrantholder within a reasonable time, not
      exceeding three (3) business days, after this Warrant shall have been so
      exercised (the “Warrant Share Delivery Date”).  The
      certificates so delivered shall be in such denominations as may be requested
      by
      the Warrantholder and shall be registered in the name of the Warrantholder
      or
      such other name as shall be designated by the Warrantholder.  If this
      Warrant shall have been exercised only in part, then, unless this Warrant has
      expired, the Company shall, at its expense, at the time of delivery of such
      certificates, within four (4) business days of exercise, deliver to the
      Warrantholder a new Warrant representing the number of shares with respect
      to
      which this Warrant shall not then have been exercised.  As used
      herein, “business day” means a day, other than a Saturday or Sunday, on which
      banks in New York City are open for the general transaction of
      business.  Each exercise hereof shall constitute the re-affirmation by
      the Warrantholder that the representations and warranties contained in Section
      5
      of the Purchase Agreement (as defined below) are true and correct in all
      material respects with respect to the Warrantholder as of the time of such
      exercise.

     

    (b)           Cashless
      Exercise.  (i) Notwithstanding any other provision contained
      herein to the contrary, the Warrantholder may elect to receive, without the
      payment by the Warrantholder of the aggregate Warrant Price in respect of the
      shares of Common Stock to be acquired, shares of Common Stock equal to the
      value
      of this Warrant or any portion hereof by the surrender of this Warrant (or
      such
      portion of this Warrant being so exercised) together with the Net Issue Election
      Notice annexed hereto as Appendix B duly executed, at the office of the
      Company.  The Net Issue Election Notice must be received by the
      Company not more than five (5) business days after the date the election is
      made.  Thereupon, the Company shall issue to the Warrantholder such
      number of fully paid, validly issued and nonassessable shares of Common Stock
      as
      is computed using the following formula:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    X
      = Y
      (A - B)

           A

     

    where

     

    X
      =           the number of
      shares of Common Stock which the Warrantholder has then requested be issued
      to
      the Warrantholder;

     

    Y
      =           the total
      number of shares of Common Stock covered by this Warrant which the Warrantholder
      has surrendered at such time for cashless exercise (including both shares to
      be
      issued to the Warrantholder and shares to be canceled as payment
      therefor);

     

    A
      =           the average
      closing “Market Price” of one share of Common Stock for the five (5) consecutive
      business days preceding the date the net issue election is made;
      and

     

    B
      =           the Warrant
      Price in effect under this Warrant at the time the net issue election is
      made.

     

    (ii)    For
      the
      purposes of this Agreement, “Market Price” as of a particular date (the
“Valuation Date”) shall mean the following: (a) if the Common Stock is
      then listed on a national stock exchange, the closing sale price of one share
      of
      Common Stock on such exchange on the last trading day prior to the Valuation
      Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc.
      (“Nasdaq”), the National Association of Securities Dealers, Inc. OTC
      Bulletin Board (the “Bulletin Board”) or such similar exchange or
      association, the closing sale price of one share of Common Stock on Nasdaq,
      the
      Bulletin Board or such other exchange or association on the last trading day
      prior to the Valuation Date or, if no such closing sale price is available,
      the
      average of the high bid and the low asked price quoted thereon on the last
      trading day prior to the Valuation Date; or (c) if the Common Stock is not
      then
      listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board
      or
      such other exchange or association, the fair market value of one share of Common
      Stock as of the Valuation Date, shall be determined in good faith by the Board
      of Directors of the Company and the Warrantholder.  If the Common
      Stock is not then listed on a national securities exchange, the Bulletin Board
      or such other exchange or association, the Board of Directors of the Company
      shall respond promptly, in writing, to an inquiry by the Warrantholder prior
      to
      the exercise hereunder as to the fair market value of a share of Common Stock
      as
      determined by the Board of Directors of the Company.  In the event
      that the Board of Directors of the Company and the Warrantholder are unable
      to
      agree upon the fair market value, the Company and the Warrantholder shall
      jointly select an appraiser, who is experienced in such matters.  The
      decision of such appraiser shall be final and conclusive, and the cost of such
      appraiser shall be borne equally by the Company and the
      Warrantholder.  Such adjustment shall be made successively whenever
      such a payment date is fixed.

     

    Section
      4.               Compliance
      with the Securities Act of 1933.  The Company may cause the legend set
      forth on the first page of this Warrant to be set forth on each Warrant or
      similar legend on any security issued or issuable upon exercise of this Warrant,
      unless counsel for the Company is of the opinion as to any such security that
      such legend is unnecessary.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Section
      5.               Payment
      of Taxes.  The Company will pay any documentary stamp taxes
      attributable to the initial issuance of Warrant Shares issuable upon the
      exercise of the Warrant; provided, however, that the Company shall not be
      required to pay any tax or taxes which may be payable in respect of any transfer
      involved in the issuance or delivery of any certificates for Warrant Shares
      in a
      name other than that of the Warrantholder in respect of which such shares are
      issued, and in such case, the Company shall not be required to issue or deliver
      any certificate for Warrant Shares or any Warrant until the person requesting
      the same has paid to the Company the amount of such tax or has established
      to
      the Company’s reasonable satisfaction that such tax has been
      paid.  The Warrantholder shall be responsible for income taxes due
      under federal, state or other law, if any such tax is due.

     

    Section
      6.               Mutilated
      or Missing Warrants.  In case this Warrant shall be mutilated,
      lost, stolen, or destroyed, the Company shall issue in exchange and substitution
      of and upon cancellation of the mutilated Warrant, or in lieu of and
      substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
      tenor and for the purchase of a like number of Warrant Shares, but only upon
      receipt of evidence reasonably satisfactory to the Company of such loss, theft
      or destruction of the Warrant, and with respect to a lost, stolen or destroyed
      Warrant, reasonable indemnity or bond with respect thereto, if requested by
      the
      Company.

     

    Section
      7.               Reservation
      of Common Stock.  The Company hereby represents and warrants that
      there have been reserved, and the Company shall at all applicable times keep
      reserved until issued (if necessary) as contemplated by this Section 7, out
      of
      the authorized and unissued shares of Common Stock, sufficient shares to provide
      for the exercise of the rights of purchase represented by this
      Warrant.  The Company agrees that all Warrant Shares issued upon due
      exercise of the Warrant shall be, at the time of delivery of the certificates
      for such Warrant Shares, duly authorized, validly issued, fully paid and
      non-assessable shares of Common Stock of the Company.

     

    Section
      8.               Adjustments.  Subject
      and pursuant to the provisions of this Section 8, the Warrant Price and number
      of Warrant Shares subject to this Warrant shall be subject to adjustment from
      time to time as set forth hereinafter.

     

    (a)           If
      the Company shall, at any time or from time to time while this Warrant is
      outstanding, pay a dividend or make a distribution on its Common Stock in shares
      of Common Stock, subdivide its outstanding shares of Common Stock into a greater
      number of shares or combine its outstanding shares of Common Stock into a
      smaller number of shares or issue by reclassification of its outstanding shares
      of Common Stock any shares of its capital stock (including any such
      reclassification in connection with a consolidation or merger in which the
      Company is the continuing corporation), then the number of Warrant Shares
      purchasable upon exercise of the Warrant and the Warrant Price in effect
      immediately prior to the date upon which such change shall become effective,
      shall be adjusted by the Company so that the Warrantholder thereafter exercising
      the Warrant shall be entitled to receive the number of shares of Common Stock
      or
      other capital stock which the Warrantholder would have received if the Warrant
      had been exercised immediately prior to such event upon payment of a Warrant
      Price that has been adjusted to reflect a fair allocation of the economics
      of
      such event to the Warrantholder.  Such adjustments shall be made
      successively whenever any event listed above shall occur.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b)           If
      any capital reorganization, reclassification of the capital stock of the
      Company, consolidation or merger of the Company with another corporation in
      which the Company is not the survivor, or sale, transfer or other disposition
      of
      all or substantially all of the Company’s assets to another corporation shall be
      effected, then, as a condition of such reorganization, reclassification,
      consolidation, merger, sale, transfer or other disposition, lawful and adequate
      provision shall be made whereby each Warrantholder shall thereafter have the
      right to purchase and receive upon the basis and upon the terms and conditions
      herein specified and in lieu of the Warrant Shares immediately theretofore
      issuable upon exercise of the Warrant, such shares of stock, securities or
      assets as would have been issuable or payable with respect to or in exchange
      for
      a number of Warrant Shares equal to the number of Warrant Shares immediately
      theretofore issuable upon exercise of the Warrant, had such reorganization,
      reclassification, consolidation, merger, sale, transfer or other disposition
      not
      taken place, and in any such case appropriate provision shall be made with
      respect to the rights and interests of each Warrantholder to the end that the
      provisions hereof (including, without limitation, provision for adjustment
      of
      the Warrant Price) shall thereafter be applicable, as nearly equivalent as
      may
      be practicable in relation to any shares of stock, securities or assets
      thereafter deliverable upon the exercise hereof.  The Company shall
      not effect any such consolidation, merger, sale, transfer or other disposition
      unless prior to or simultaneously with the consummation thereof the successor
      corporation (if other than the Company) resulting from such consolidation or
      merger, or the corporation purchasing or otherwise acquiring such assets or
      other appropriate corporation or entity shall assume the obligation to deliver
      to the Warrantholder, at the last address of the Warrantholder appearing on
      the
      books of the Company, such shares of stock, securities or assets as, in
      accordance with the foregoing provisions, the Warrantholder may be entitled
      to
      purchase, and the other obligations under this Warrant.  The
      provisions of this subsection (b) shall similarly apply to successive
      reorganizations, reclassifications, consolidations, mergers, sales, transfers
      or
      other dispositions.  Notwithstanding the provisions of the subsection
      (b), in the event that (i) holders of Common Stock receive only cash for their
      shares of Common Stock as a result of any such reorganization, reclassification,
      consolidation, merger, sale, transfer or other disposition, or (ii) the
      surviving entity’s common stock is not registered under the Securities Exchange
      Act of 1934, as amended, not later than one (1) business day after the effective
      date of such reorganization, reclassification, consolidation, merger, sale,
      transfer or other disposition or transaction, the Warrantholder shall be
      entitled to receive in full satisfaction of its rights under this Warrant an
      amount in cash (the “Spread”) equal to (x) the difference between (A) the
      per share cash to be received by holders of Common Stock in connection with
      such
      reorganization, reclassification, consolidation, merger, sale, transfer or
      other
      disposition and (B) the Warrant Price in effect immediately prior to the
      effective date of such reorganization, reclassification, consolidation, merger,
      sale, transfer or other disposition, multiplied by (y) the number of shares
      of
      Common Stock for which this Warrant is exercisable immediately prior to the
      effective date of such reorganization, reclassification, consolidation, merger,
      sale, transfer or other disposition.  Upon payment in full of the
      Spread to the Warrantholder as provided above, this Warrant shall expire and
      be
      of no further force and effect.  In the event that the Spread is not a
      positive number, no amount shall be payable to the Warrantholder as a result
      of
      such reorganization, reclassification, consolidation, merger, sale, transfer
      or
      other disposition or transaction, and this Warrant shall expire and be of no
      further force and effect as of the effective date of such reorganization,
      reclassification, consolidation, merger, sale, transfer or other
      disposition.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c)           In
      case the Company shall fix a record date for the making of a distribution to
      all
      holders of Common Stock (including any such distribution made in connection
      with
      a consolidation or merger in which the Company is the continuing corporation)
      of
      evidences of indebtedness or assets (other than cash dividends or cash
      distributions payable out of consolidated earnings or earned surplus or
      dividends or distributions referred to in Section 8(a)), or subscription rights
      or warrants, the Warrant Price to be in effect after such record date shall
      be
      determined by multiplying the Warrant Price in effect immediately prior to
      such
      record date by a fraction, the numerator of which shall be the total number
      of
      shares of Common Stock outstanding multiplied by the Market Price per share
      of
      Common Stock immediately prior to such payment date, less the fair market value
      (as determined by the Company’s Board of Directors in good faith) of said assets
      or evidences of indebtedness so distributed, or of such subscription rights
      or
      warrants, and the denominator of which shall be the total number of shares
      of
      Common Stock outstanding multiplied by such Market Price per share of Common
      Stock immediately prior to such payment date.

     

    (d)           An
      adjustment to the Warrant Price shall become effective immediately after the
      payment date in the case of each dividend or distribution and immediately after
      the effective date of each other event which requires an
      adjustment.

     

    (e)           In
      the event that, as a result of an adjustment made pursuant to this Section
      8,
      the Warrantholder shall become entitled to receive any shares of capital stock
      of the Company other than shares of Common Stock, the number of such other
      shares so receivable upon exercise of this Warrant shall be subject thereafter
      to adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to the Warrant Shares contained
      in
      this Warrant.

     

    Section
      9.               Fractional
      Interest.  The Company shall not be required to issue fractions of
      Warrant Shares upon the exercise of this Warrant.  If any fractional
      share of Common Stock would, except for the provisions of the first sentence
      of
      this Section 9, be deliverable upon such exercise, the Company, in lieu of
      delivering such fractional share, shall pay to the exercising Warrantholder
      an
      amount in cash equal to the Market Price of such fractional share of Common
      Stock on the date of exercise.

     

    Section
      10.             Benefits.  Nothing
      in this Warrant shall be construed to give any person, firm or corporation
      (other than the Company and the Warrantholder) any legal or equitable right,
      remedy or claim, it being agreed that this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrantholder.

     

    Section
      11.            Notices
      to Warrantholder.  Upon the happening of any event requiring an
      adjustment of the Warrant Price and/or the Warrant Shares, the Company shall
      promptly give written notice thereof to the Warrantholder at the address
      appearing in the records of the Company, stating the adjusted Warrant Price
      and
      the adjusted number of Warrant Shares resulting from such event and setting
      forth in reasonable detail the method of calculation and the facts upon which
      such calculation is based.  Failure to give such notice to the
      Warrantholder or any defect therein shall not affect the legality or validity
      of
      the subject adjustment.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      12.             Identity
      of Transfer Agent.  The Transfer Agent for the Common Stock is
      American Stock Transfer & Trust Company.  Upon the appointment of
      any subsequent transfer agent for the Common Stock or other shares of the
      Company’s capital stock issuable upon the exercise of the rights of purchase
      represented by the Warrant, the Company will mail to the Warrantholder a
      statement setting forth the name and address of such transfer
      agent.

     

    Section
      13.             Notices.  Unless
      otherwise provided, any notice required or permitted under this Warrant shall
      be
      given in writing and shall be deemed effectively given as hereinafter described
      (i) if given by personal delivery, then such notice shall be deemed given upon
      such delivery, (ii) if given by telex or facsimile, then such notice shall
      be
      deemed given upon receipt of confirmation of complete transmittal, (iii) if
      given by mail, then such notice shall be deemed given upon the earlier of (A)
      receipt of such notice by the recipient or (B) three (3) days after such notice
      is deposited in first class mail, postage prepaid, and (iv) if given by an
      internationally recognized overnight air courier, then such notice shall be
      deemed given one (1) business day after delivery to such carrier.  All
      notices shall be addressed as follows: if to the Warrantholder, at its address
      as set forth in the Company’s books and records and, if to the Company, at the
      address as follows, or at such other address as the Warrantholder or the Company
      may designate by ten (10) days’ advance written notice to the
      other:

     

    
      	
              If
                to the Company:

               

              Caprius,
                Inc.

              One
                University Plaza

              Hackensack,
                NJ 07601

              Attention:  Jonathan
                Joels, CFO

              Fax:  (201)
                342-0991

               

            


    

    Section
      14.            Registration
      Rights.  The initial Warrantholder is entitled to include the
      Warrant Shares in any registration statement filed by the Company pursuant
      to
      the Registration Rights Agreement, dated December 6, 2007, entered into in
      connection with the closing of the Purchase Agreement, and any subsequent
      Warrantholder may be entitled to such rights at the discretion of the
      Company.

     

    Section
      15.            Successors.  All
      the covenants and provisions hereof by or for the benefit of the Warrantholder
      shall bind and inure to the benefit of the Warrantholder and the Company and
      their respective successors and assigns hereunder.

     

    Section
      16.             Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant
      shall be governed by, and construed in accordance with, the internal laws of
      the
      State of New York, without reference to the choice of law provisions
      thereof.  The Company and, by accepting this Warrant, the
      Warrantholder, each irrevocably submits to the exclusive jurisdiction of the
      courts of the State of New York located in New York County and the United States
      District Court for the Southern District of New York for the purpose of any
      suit, action, proceeding or judgment relating to or arising out of this Warrant
      and the transactions contemplated hereby.  Service of process in
      connection with any such suit, action or proceeding may be served on each party
      hereto anywhere in the world by the same methods as are specified for the giving
      of notices under this Warrant.  The Company and, by accepting this
      Warrant, the 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Warrantholder,
      each irrevocably consents to the jurisdiction of any such court in any such
      suit, action or proceeding and to the laying of venue in such
      court.  The Company and, by accepting this Warrant, the Warrantholder,
      each irrevocably waives any objection to the laying of venue of any such suit,
      action or proceeding brought in such courts and irrevocably waives any claim
      that any such suit, action or proceeding brought in any such court has been
      brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS
      ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL
      BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT
      COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

     

    Section
      17.             No
      Rights as Stockholder.  Prior to the exercise of this Warrant in
      accordance with Section 3 hereof, the Warrantholder shall not have or exercise
      any rights as a stockholder of the Company by virtue of its ownership of this
      Warrant.

     

    Section
      18.             Amendment;
      Waiver; Reduction of Warrant Price.  Any term of this Warrant may
      be amended or waived (including the adjustment provisions included in Section
      8
      of this Warrant) upon the written consent of the Company and the
      Warrantholder.  Notwithstanding the proviso in the immediately
      preceding sentence, to the extent permitted by applicable law, the Company
      from
      time to time may unilaterally reduce the Warrant Price by any amount so long
      as
      (i) the period during which such reduction is in effect is at least twenty
      (20)
      days, (ii) the reduction is irrevocable during such period and (iii) the
      Company's Board of Directors shall have made a determination that such reduction
      would be in the best interests of the Company.  Whenever the Warrant
      Price is reduced pursuant to the preceding sentence, the Company shall mail
      or
      cause to be mailed to the Warrantholder a notice of the reduction at least
      five
      (5) days prior to the date the reduced Warrant Price is to take effect, which
      notice shall state the reduced Warrant Price and the period during which it
      will
      be in effect.

     

    Section
      19.            
Section Headings.  The section headings in this Warrant are for
      the convenience of the Company and the Warrantholder and in no way alter,
      modify, amend, limit or restrict the provisions hereof.


     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as
      of
      the 6th day of
      December, 2007.

     

    
      	 	 	
              CAPRIUS,
                INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 /s/
              Jonathan Joels
	 	 	
              Name:  Jonathan
                Joels

            
	 	 	
              Title:  Vice
                President

            


    

    


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      A

    CAPRIUS,
      INC.

    WARRANT
      EXERCISE FORM

     

    To
      Caprius, Inc.:

     

    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
      the payment of the Warrant Price and surrender of the Warrant, _______________
      shares of Common Stock (“Warrant Shares”) provided for therein, and requests
      that certificates for the Warrant Shares be issued as follows:

     

    


    _______________________________

    Name

    ________________________________

    Address

    ________________________________

    ________________________________

    Federal
      Tax ID or Social Security
      No.

     

     

    
      and
        delivered
        by              (certified
        mail to the above address, or

      (electronically
        (provide DWAC
        Instructions:___________________), or

      (other
        (specify):
        __________________________________________).

    

     

    and,
      if
      the number of Warrant Shares shall not be all the Warrant Shares purchasable
      upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
      Shares purchasable upon exercise of this Warrant be registered in the name
      of
      the undersigned Warrantholder or the undersigned’s Assignee as below indicated
      and delivered to the address stated below.

     

    Dated:
      ___________________, ____

     

    
      	
              Note:  The
                signature must correspond with

            	 
	
              the
                name of the Warrantholder as written

            	 
	
              on
                the first page of the Warrant in every

            	
              Name
                (please print)

            
	
              particular,
                without alteration or enlargement

            	 
	
              or
                any change whatever, unless the Warrant

            	 
	
              has
                been assigned.

            	 
	 	
              Address

            
	 	 
	 	
              Federal
                Identification or

            
	 	
              Social
                Security No.

            
	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 
	 	
              Assignee:

            
	 	 
	 	 
	 	 


    

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    APPENDIX
      B

    CAPRIUS,
      INC.

    NET
      ISSUE
      ELECTION NOTICE

     

    To:
      Caprius, Inc.


     

    Date:[_________________________]

     

     

    The
      undersigned hereby elects under Section 3(b) of this Warrant to surrender
      the right to purchase [____________] shares of Common Stock pursuant to this
      Warrant and hereby requests the issuance of [_____________] shares of Common
      Stock.  The certificate(s) for the shares issuable upon such net issue
      election shall be issued in the name of the undersigned or as otherwise
      indicated below.

     

    
      	
               

               

            	 
	
              Signature

            	 
	
               

               

            	 
	
              Name
                for Registration

            	 
	
               

               

            	 
	
              Mailing
                Address