exhibit4_1.htm


    Exhibit
      4.1

    
 

    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.
      F-

    


    


    CAPRIUS,
      INC.

    


    WARRANT
      TO PURCHASE [       
] SHARES OF

    COMMON
      STOCK, PAR VALUE $0.01 PER SHARE

    


    For
      VALUE
      RECEIVED,
      [            ]
      (“Warrantholder”), is entitled to purchase, subject to the provisions of
      this Warrant, from Caprius, Inc., a Delaware corporation (“Company”), at
      any time not later than 5:00 P.M., Eastern time, on the Expiration Date (as
      defined above), at an exercise price per share equal to $0.80 (the exercise
      price in effect being herein called the “Warrant Price”),
      [         ] shares (“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 is being issued pursuant to
      the Purchase Agreement, dated as of December 6, 2007 (the “Purchase
      Agreement”), among the Company and the initial holders of the Company
      Warrants (as defined below).  Capitalized terms used herein have the
      respective meanings ascribed thereto in the Purchase Agreement unless otherwise
      defined herein.

    


    Section
      1.               Registration.  The
      Company shall maintain books for the transfer and registration of the
      Warrant.  Upon the initial issuance of this 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.  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 hereof
      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) Subject to the provisions hereof, the
      Warrantholder may exercise this Warrant, in whole or in part, at any time prior
      to its expiration upon surrender of the Warrant, together with delivery of
      a
      duly executed Warrant exercise form, in the form attached hereto as Appendix
      A
      (the “Exercise Agreement”) and payment by cash, certified check, wire
      transfer of funds (or, as provided below, by cashless exercise) of 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 surrendered (or
      the
      date evidence of loss, theft or destruction thereof and security or indemnity
      satisfactory to the Company has been provided to the Company), the Warrant
      Price
      shall have been paid and the completed Exercise Agreement shall have been
      delivered.  Certificates for the Warrant Shares so purchased 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
      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, as specified in
      the
      Exercise Agreement.  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, deliver to the Warrantholder
      a new
      Warrant representing the right to purchase 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 are true and correct in all material respects with
      respect to the Warrantholder as of the time of such exercise.

    


    (b)           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 of equal value to the value of this Warrant, or any specified
      portion hereof, by the surrender of this Warrant (or such portion of this
      Warrant being so exercised) together with a Net Issue Election Notice, in the
      form annexed hereto as Appendix B, duly executed, to the
      Company.  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:

    


     X =
Y(A
      - B)

    A

    


    where

    


    X
      =           the number of
      shares of Common Stock to which the Warrantholder is entitled upon such cashless
      exercise;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


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

    


    A
      =           the “Market
      Price” of one share of Common Stock as at 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.

    


    (c)       
          If (1) a certificate representing the Warrant Shares is
      not delivered to the Warrantholder within three (3) Business Days of the due
      exercise of this Warrant by the Warrantholder and (2) prior to the time such
      certificate is received by the Warrantholder, the Warrantholder, or any third
      party on behalf of the Warrantholder or for the Warrantholder’s account,
      purchases (in an open market transaction or otherwise) shares of Common Stock
      to
      deliver in satisfaction of a sale by the Warrantholder of shares represented
      by
      such certificate (a “Buy-In”), then the Company shall pay in cash to the
      Warrantholder (for costs incurred either directly by such Warrantholder or
      on
      behalf of a third party) the amount by which the total purchase price paid
      for
      Common Stock as a result of the Buy-In (including brokerage commissions, if
      any)
      exceeds the proceeds received by such Warrantholder as a result of the sale
      to
      which such Buy-In relates.  The Warrantholder shall provide the
      Company written notice indicating the amounts payable to the Warrantholder
      in
      respect of the Buy-In.

    


    Section
      4.               Compliance
      with the Securities Act of 1933. Except as provided in the Purchase
      Agreement, the Company may cause the legend set forth on the first page of
      this
      Warrant to be set forth on each Warrant, and a 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.

    


    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 surrender and 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 

     

    
      
        
        

      

      
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    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 (i) the Warrant
      Price in effect immediately prior to the date on which such change shall become
      effective shall be adjusted by multiplying such Warrant Price by a fraction,
      the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such change and the denominator of which shall be the
      number of shares of Common Stock outstanding immediately after giving effect
      to
      such change and (ii) the number of Warrant Shares purchasable upon exercise
      of
      this Warrant shall be adjusted by multiplying the number of Warrant Shares
      purchasable upon exercise of this Warrant immediately prior to the date on
      which
      such change shall become effective by a fraction, the numerator of which is
      shall be the Warrant Price in effect immediately prior to the date on which
      such
      change shall become effective and the denominator of which shall be the Warrant
      Price in effect immediately after giving effect to such change, calculated
      in
      accordance with clause (i) above.  Such adjustments shall be made
      successively whenever any event listed above shall occur.

     

    (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 

     

    
      
        
        

      

      
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    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 paragraph (b) shall similarly apply to successive
      reorganizations, reclassifications, consolidations, mergers, sales, transfers
      or
      other dispositions.

     

    (c)      
           In case the Company shall fix a payment 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 payment date shall be determined by multiplying the Warrant Price
      in
      effect immediately prior to such payment date by a fraction, the numerator
      of
      which shall be the total number of shares of Common Stock outstanding multiplied
      by the Market Price (as defined below) 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.  “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 quotation system or association, the closing sale price of one
      share of Common Stock on Nasdaq, the Bulletin Board or such other quotation
      system 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 quotation system or
      association, the fair market value of one share of Common Stock as of the
      Valuation Date, as 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, Nasdaq, the Bulletin Board or such other
      quotation system or association, the Board of Directors 

     

    
      
        
        

      

      
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    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 in respect of subpart (c) of this
      paragraph, 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.

    


    (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.

    


    (f)     
            Except as provided in subsection (g) hereof,
      if and whenever the Company shall issue or sell, or is, in accordance with
      any
      of subsections (f)(l) through (f)(7) hereof, deemed to have issued or sold,
      any
      Additional Shares of Common Stock for no consideration or for a consideration
      per share less than the Warrant Price in effect immediately prior to the time
      of
      such issue or sale, then and in each such case (a “Trigger Issuance”) the
      then-existing Warrant Price, shall be reduced, as of the close of business
      on
      the effective date of the Trigger Issuance, to a price determined as
      follows:

     

    
                      Adjusted
        Warrant
        Price = (A x B) + D

      
                                           A+C

         

                             
where

      

    

    


    “A”
      equals the number of shares of Common Stock outstanding, including Additional
      Shares of Common Stock (as defined below) deemed to be issued hereunder,
      immediately preceding such Trigger Issuance;

    


    “B”
      equals the Warrant Price in effect immediately preceding such Trigger
      Issuance;

    


    “C”
      equals the number of Additional Shares of Common Stock issued or deemed issued
      hereunder as a result of the Trigger Issuance; and

    


    “D”
      equals the aggregate consideration, if any, received or deemed to be received
      by
      the Company upon such Trigger Issuance;

     

    
      
        
        

      

      
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    provided,
      however, that in no event shall the Warrant Price after giving effect to such
      Trigger Issuance be greater than the Warrant Price in effect prior to such
      Trigger Issuance.

    


    For
      purposes of this subsection (f), “Additional Shares of Common Stock”
shall mean all shares of Common Stock issued by the Company or deemed
      to be
      issued pursuant to this subsection (f), other than Excluded Issuances (as
      defined in subsection (g) hereof).

    


    For
      purposes of this subsection (f), the following subsections (f)(l) to (f)(7)
      shall also be applicable:

    


    (f)(1)  Issuance
      of Rights or Options.  In case at any time the Company shall in any
      manner grant (directly and not by assumption in a merger or otherwise) any
      warrants or other rights to subscribe for or to purchase, or any options for
      the
      purchase of, Common Stock or any stock or security convertible into or
      exchangeable for Common Stock (such warrants, rights or options being called
      “Options” and such convertible or exchangeable stock or securities being
      called “Convertible Securities”) whether or not such Options or the right
      to convert or exchange any such Convertible Securities are immediately
      exercisable, and the price per share for which Common Stock is issuable upon
      the
      exercise of such Options or upon the conversion or exchange of such Convertible
      Securities (determined by dividing (i) the sum (which sum shall constitute
      the
      applicable consideration) of (x) the total amount, if any, received or
      receivable by the Company as consideration for the granting of such Options,
      plus (y) the aggregate amount of additional consideration payable to the Company
      upon the exercise of all such Options, plus (z), in the case of such Options
      which relate to Convertible Securities, the aggregate amount of additional
      consideration, if any, payable upon the issue or sale of such Convertible
      Securities and upon the conversion or exchange thereof, by (ii) the total
      maximum number of shares of Common Stock issuable upon the exercise of such
      Options or upon the conversion or exchange of all such Convertible Securities
      issuable upon the exercise of such Options) shall be less than the Warrant
      Price
      in effect immediately prior to the time of the granting of such Options, then
      the total number of shares of Common Stock issuable upon the exercise of such
      Options or upon conversion or exchange of the total amount of such Convertible
      Securities issuable upon the exercise of such Options shall be deemed to have
      been issued for such price per share as of the date of granting of such Options
      or the issuance of such Convertible Securities and thereafter shall be deemed
      to
      be outstanding for purposes of adjusting the Warrant Price.  Except as
      otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price
      shall be made upon the actual issue of such Common Stock or of such Convertible
      Securities upon exercise of such Options or upon the actual issue of such Common
      Stock upon conversion or exchange of such Convertible Securities.

    


    (f)(2)  Issuance
      of Convertible Securities.  In case the Company shall in any manner
      issue (directly and not by assumption in a merger or otherwise) or sell any
      Convertible Securities, whether or not the rights to exchange or convert any
      

     

    
      
        
        

      

      
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    such
      Convertible Securities are immediately exercisable, and the price per share
      for
      which Common Stock is issuable upon such conversion or exchange (determined
      by
      dividing (i) the sum (which sum shall constitute the applicable consideration)
      of (x) the total amount received or receivable by the Company as consideration
      for the issue or sale of such Convertible Securities, plus (y) the aggregate
      amount of additional consideration, if any, payable to the Company upon the
      conversion or exchange thereof, by (ii) the total number of shares of Common
      Stock issuable upon the conversion or exchange of all such Convertible
      Securities) shall be less than the Warrant Price in effect immediately prior
      to
      the time of such issue or sale, then the total maximum number of shares of
      Common Stock issuable upon conversion or exchange of all such Convertible
      Securities shall be deemed to have been issued for such price per share as
      of
      the date of the issue or sale of such Convertible Securities and thereafter
      shall be deemed to be outstanding for purposes of adjusting the Warrant Price,
      provided that (a) except as otherwise provided in subsection 8(f)(3), no
      adjustment of the Warrant Price shall be made upon the actual issuance of such
      Common Stock upon conversion or exchange of such Convertible Securities and
      (b)
      no further adjustment of the Warrant Price shall be made by reason of the issue
      or sale of Convertible Securities upon exercise of any Options to purchase
      any
      such Convertible Securities for which adjustments of the Warrant Price have
      been
      made pursuant to the other provisions of subsection 8(f).

    


    (f)(3)
      Change in Option Price or Conversion Rate.  Upon the happening of any
      of the following events, namely, if the purchase price provided for in any
      Option referred to in subsection 8(f)(l) hereof, the additional consideration,
      if any, payable upon the conversion or exchange of any Convertible Securities
      referred to in subsections 8(f)(l) or 8(f)(2), or the rate at which Convertible
      Securities referred to in subsections 8(f)(l) or 8(f)(2) are convertible into
      or
      exchangeable for Common Stock shall change at any time (including, but not
      limited to, changes under or by reason of provisions designed to protect against
      dilution), the Warrant Price in effect at the time of such event shall forthwith
      be readjusted to the Warrant Price which would have been in effect at such
      time
      had such Options or Convertible Securities still outstanding provided for such
      changed purchase price, additional consideration or conversion rate, as the
      case
      may be, at the time initially granted, issued or sold.  On the
      termination of any Option for which any adjustment was made pursuant to this
      subsection 8(f) or any right to convert or exchange Convertible Securities
      for
      which any adjustment was made pursuant to this subsection 8(f) (including
      without limitation upon the redemption or purchase for consideration of such
      Convertible Securities by the Company), the Warrant Price then in effect
      hereunder shall forthwith be changed to the Warrant Price which would have
      been
      in effect at the time of such termination had such Option or Convertible
      Securities, to the extent outstanding immediately prior to such termination,
      never been issued.

    


    (f)(4)
      Stock Dividends.  Subject to the provisions of this Section 8(f), in
      case the Company shall declare or pay a dividend or make any other distribution
      upon any stock of the Company (other than the Common Stock) payable in


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Common
      Stock, Options or Convertible Securities, then any Common Stock, Options or
      Convertible Securities, as the case may be, issuable in payment of such dividend
      or distribution shall be deemed to have been issued or sold without
      consideration.

    


    (f)(5)
      Consideration for Stock.  In case any shares of Common Stock, Options
      or Convertible Securities shall be issued or sold for cash, the consideration
      received therefor shall be deemed to be the net amount received by the Company
      therefor, after deduction therefrom of any expenses incurred or any underwriting
      commissions or concessions paid or allowed by the Company in connection
      therewith.  In case any shares of Common Stock, Options or Convertible
      Securities shall be issued or sold for a consideration other than cash, the
      amount of the consideration other than cash received by the Company shall be
      deemed to be the fair value of such consideration as determined in good faith
      by
      the Board of Directors of the Company, after deduction of any expenses incurred
      or any underwriting commissions or concessions paid or allowed by the Company
      in
      connection therewith.  In case any Options shall be issued in
      connection with the issue and sale of other securities of the Company, together
      comprising one integral transaction in which no specific consideration is
      allocated to such Options by the parties thereto, such Options shall be deemed
      to have been issued for such consideration as determined in good faith by the
      Board of Directors of the Company.  If Common Stock, Options or
      Convertible Securities shall be issued or sold by the Company and, in connection
      therewith, other Options or Convertible Securities (the “Additional Rights”) are
      issued, then the consideration received or deemed to be received by the Company
      shall be reduced by the fair market value of the Additional Rights (as
      determined using the Black-Scholes option pricing model or another method
      mutually agreed to by the Company and the Warrantholder).  The Board
      of Directors of the Company shall respond promptly, in writing, to an inquiry
      by
      the Warrantholder as to the fair market value of the Additional
      Rights.  In the event that the Board of Directors of the Company and
      the Warrantholder are unable to agree upon the fair market value of the
      Additional Rights, 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 evenly by the Company and the Warrantholder.

    


    (f)(6)
      Record Date.  In case the Company shall take a record of the holders
      of its Common Stock for the purpose of entitling them (i) to receive a dividend
      or other distribution payable in Common Stock, Options or Convertible Securities
      or (ii) to subscribe for or purchase Common Stock, Options or Convertible
      Securities, then such record date shall be deemed to be the date of the issue
      or
      sale of the shares of Common Stock deemed to have been issued or sold upon
      the
      declaration of such dividend or the making of such other distribution or the
      date of the granting of such right of subscription or purchase, as the case
      may
      be.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (f)(7)
      Treasury Shares.  The number of shares of Common Stock outstanding at
      any given time shall not include shares owned or held by or for the account
      of
      the Company or any of its wholly-owned subsidiaries, and the disposition of
      any
      such shares (other than the cancellation or retirement thereof) shall be
      considered an issue or sale of Common Stock for the purpose of this subsection
      (f).

    


    (g)           Anything
      herein to the contrary notwithstanding, the Company shall not be required to
      make any adjustment of the Warrant Price in the case of the issuance of (A)
      capital stock, Options or Convertible Securities issued to directors, officers,
      employees or consultants; provided that in no event shall such issuance to
      consultants exceed 100,000 shares (subject to adjustment for stock splits,
      stock
      dividends and recapitalizations) in any 12 month period, pursuant to an equity
      compensation plan approved by the Board of Directors of the Company or the
      compensation committee of the Board of Directors of the Company, (B) shares
      of
      Common Stock issued upon the conversion or exercise of Options or Convertible
      Securities issued prior to the date hereof, provided such securities are not
      amended after the date hereof to increase the number of shares of Common Stock
      issuable thereunder or to lower the exercise or conversion price thereof, (C)
      securities issued pursuant to the Purchase Agreement and securities issued
      upon
      the exercise or conversion of those securities, (D) shares of Common Stock
      issued or issuable by reason of a dividend, stock split or other distribution
      on
      shares of Common Stock (but only to the extent that such a dividend, split
      or
      distribution results in an adjustment in the Warrant Price pursuant to the
      other
      provisions of this Warrant) amd (E) securities issued pursuant to acquisitions
      or strategic transactions approved by a majority of the disinterested directors,
      provided that any such issuance shall only be to a Person which is, itself
      or
      through its subsidiaries, an operating company in a business synergistic with
      the business of the Company and shall provide to the Company additional benefits
      in addition to the investment of funds, but shall not include a transaction
      in
      which the Company is issuing securities primarily for the purposes of raising
      capital or to an entity whose primary business is investing in securities
      (collectively, “Excluded Issuances”).

    


    (h)           Upon
      any adjustment to the Warrant Price pursuant to Section 8(f) above, the number
      of Warrant Shares purchasable hereunder shall be adjusted by multiplying such
      number by a fraction, the numerator of which shall be the Warrant Price in
      effect immediately prior to such adjustment and the denominator of which shall
      be the Warrant Price in effect immediately thereafter.

    


    (i)      
           To the extent permitted by applicable law and the
      listing requirements of any stock market or exchange on which the Common Stock
      is then listed, the Company from time to time may decrease the Warrant Price
      by
      any amount for any period of time if the period is at least twenty (20) days,
      the decrease is irrevocable during the period and the Board shall have made
      a
      determination that such decrease would be in the best interests of the Company,
      which determination shall be conclusive.  Whenever the Warrant Price
      is decreased pursuant to the preceding sentence, the Company shall provide
      written notice thereof to the Warrantholder at least five (5) days prior to
      the
      date the decreased Warrant Price takes effect, and such notice shall state
      the
      decreased Warrant Price and the period during which it will be in
      effect.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    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, 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.

    


    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 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 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 days’ advance written notice to the other:

    


    
      	
                                  If
                to
                the Company:

               

              Caprius,
                Inc.

              One
                University Plaza

              Hackensack,
                NJ 07601

              Attention:  Dwight
                Morgan, President

              Fax:  (201)
                342-0991

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
                With a copy to:

               

              Thelen
                Reid Brown Raysman & Steiner LLP

              875
                Third Avenue

              New
                York, NY  10022

              Attention:  Bruce
                A. Rich, Esq.

              Fax:  (212)
                603-2001

            


    

    


    Section
      14.             Registration
      Rights.  The initial Warrantholder is entitled to the benefit of
      certain registration rights with respect to the shares of Common Stock issuable
      upon the exercise of this Warrant as provided in the Registration Rights
      Agreement, and any subsequent Warrantholder may be entitled to such
      rights.

    


    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 its 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 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, 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.  This Warrant is one of a series of Warrants of like tenor
      issued by the Company pursuant to the Purchase Agreement and initially covering
      an aggregate of up to 3,200,000 shares of Common Stock (collectively, the
“Company Warrants”).  

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    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 holders of Company Warrants representing at least 66% of the number
      of
      shares of Common Stock then subject to all outstanding Company Warrants (the
      “Majority Holders”); provided, that (x) any such amendment or waiver must
      apply to all Company Warrants; and (y) the number of Warrant Shares subject
      to
      this Warrant, the Warrant Price and the Expiration Date may not be amended,
      and
      the right to exercise this Warrant may not be altered or waived, without the
      written consent of the Warrantholder.

    


    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:

            	 
	 	 	
              Name:  Jonathan
                Joels

            
	 	 	
              Title:  Vice
                President

            


    

    


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    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  

         
      Signature:______________________________

    


     

    


    
      	
              the
                name of the Warrantholder as written

            	
               

            
	
              on
                the first page of the Warrant in every

            	 
	
              particular,
                without alteration or enlargement

            	
              Name
                (please print)

            
	
              or
                any change whatever, unless the Warrant

            	 
	
              has
                been assigned.

            	 
	 	 
	 	
              Address

            
	 	 
	 	
              Federal
                Identification or

            
	 	
              Social
                Security No.

            
	 	 
	 	 


    

    
 

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	 	
              Assignee:

            
	 	 
	 	 
	 	 


    

    


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    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

            	 


    

    


    
      
        
        

      

      
        16