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                                                                    EXHIBIT 4(d)

                                 UROPLASTY, INC.

                          COMMON STOCK PURCHASE WARRANT


Certificate No:                         Holder:
               -----------------------         ---------------------------------
No. of Shares
Purchasable:                            Exercise Price: $2.00 per share
               -----------------------


         Uroplasty, Inc., a Minnesota corporation (the "COMPANY"), hereby agrees
that, for value received, the person named above (the "HOLDER"), or his/her/its
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company, at any time or from time to time, after the date of this Warrant, and
before 5:00 p.m., Minnesota time, on January 31, 2004, that number of shares of
Common Stock of the Company (the "COMMON STOCK") stated above, at an exercise
price stated above, subject to adjustment as provided herein.

     1. EXERCISE OF WARRANT. The Holder may exercise the purchase rights
represented by this Warrant (in minimum quantities of 100 shares) by
surrendering this Warrant, with the Warrant Exercise Form attached duly
executed, to the Company at its principal office, accompanied by payment, in
cash or by cashier's check payable to the order of the Company, for the Common
Stock being purchased. If less than all of the Common Stock purchasable
hereunder is purchased, the Company will, upon such exercise, execute and
deliver to the Holder a new Warrant (dated the date hereof) evidencing the
number of shares of Common Stock not so purchased. As soon as practicable after
the exercise of this Warrant and payment of the purchase price, the Company will
cause certificate(s) representing the shares purchased upon such exercise to be
delivered to the Holder.

     2. NEGOTIABILITY AND TRANSFER. The Holder consents and agrees that until
this Warrant is duly transferred on the books of the Company, the Company may
treat the registered holder of this Warrant as the absolute owner hereof for all
purposes without being affected by any notice to the contrary.

     3. ANTIDILUTION ADJUSTMENTS. If the Company shall at any time hereafter
subdivide or combine its outstanding shares of Common Stock, or declare a
dividend payable in Common Stock, the exercise price in effect immediately prior
to the subdivision, combination or record date for such dividend payable in
Common Stock shall forthwith be proportionately increased, in the case of
combination, or proportionately decreased, in the case of subdivision or
declaration of a dividend payable in Common Stock, and each share of Common
Stock purchasable upon exercise of this Warrant, immediately preceding such
event, shall be changed to the number determined by dividing the then current
exercise price by the exercise price as adjusted after such subdivision,
combination or dividend payable in Common Stock.


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         No fractional shares of Common Stock will be issued and no cash
adjustment will be paid therefor upon the exercise of this Warrant.

         In case of any capital reorganization or any reclassification of the
shares of Common Stock of the Company, or in the case of any consolidation with
or merger of the Company into or with another corporation, or the sale of all or
substantially all of its assets to another corporation, which is effected in
such a manner that the holders of Common Stock shall be entitled to receive
stock, securities or assets with respect to or in exchange for Common Stock,
then, as a part of such reorganization, reclassification, consolidation, merger
or sale, as the case may be, reasonable lawful provision shall be made so that
the Holder shall have the right thereafter to receive, upon the exercise hereof,
the kind and amount of shares of stock or other securities or property which the
Holder would have been entitled to receive if, immediately prior to such
reorganization, reclassification, consolidation, merger or sale, the Holder had
held the number of shares of Common Stock which were then purchasable upon the
exercise of the Warrant.

         When any adjustment is required to be made in the exercise price,
initial or adjusted, the Company shall promptly determine the new exercise
price, and prepare and retain on file a statement describing in reasonable
detail the method used in arriving at the new exercise price; and shall deliver
a copy of such statement to the Holder within ten (10) business days after
receiving a request for such statement.

     4. RESERVATION OF COMMON STOCK. The Company shall at all times reserve a
number of shares of Common Stock sufficient to provide for the exercise of this
Warrant.

     5. MISCELLANEOUS. The representations, warranties and agreements herein
contained shall survive the exercise of this Warrant. This Common Stock Purchase
Warrant shall be interpreted under the laws of the State of Minnesota.

         All shares of Common Stock or other securities issued upon the exercise
of the Warrant shall be validly issued, fully paid and non-assessable, and the
Company will pay all taxes in respect of the issuance thereof.

         Notwithstanding anything to the contrary, the Holder shall not be
considered a stockholder of the Company for any purpose whatsoever until this
Warrant is duly exercised.

         IN WITNESS WHEREOF, this Warrant has been duly executed by Uroplasty,
Inc., this ____ day of January, 2002.


                                                    UROPLASTY, INC.

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

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



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                              WARRANT EXERCISE FORM

                   To be signed only upon exercise of Warrant.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __________________ of the shares of Common Stock of
Uroplasty, Inc. to which such Warrant relates and herewith makes payment of
$___________ therefor in cash or by certified check, and requests that such
shares be issued and be delivered to, _________________________, the address for
which is set forth below the signature of the undersigned.

Dated:
      --------------------


---------------------------------      -----------------------------------------
(Taxpayer's I.D. Number or Social                     (Signature)
Security Number)
                                       -----------------------------------------
                                                       (Address)

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



                                 ASSIGNMENT FORM

             To be signed only upon authorized transfer of Warrant.

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto ______________________________ the right to purchase shares of
Common Stock of Uroplasty, Inc. to which the within Warrant relates and appoints
_________________, attorney, to transfer said right on the books of Uroplasty,
Inc. with full power of substitution in the premises.


Dated:
      --------------------             -----------------------------------------
                                                      (Signature)

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

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








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