<PAGE>


                                                                    EXHIBIT 4(b)

                     FORM OF RIGHTS SUBSCRIPTION CERTIFICATE



--------------------------------------    --------------------------------------
        Control Number                        Number of Subscription Rights


--------------------------------------    --------------------------------------
        Account Number                             Registered Holder


     Number of Shares Owned on Record Date:
                                           ------------------------------


                      VOID and VALUELESS If Not Received By
       UROPLASTY, INC. By 5:00 P.M., Minnesota Time ON JANUARY ___, 2002.

                         RIGHTS SUBSCRIPTION CERTIFICATE

                                 UROPLASTY, INC.

                                   ----------

                  THIS RIGHTS CERTIFICATE IS NOT TRANSFERABLE.

The terms and conditions of Uroplasty's Rights Offering are set forth in its
Prospectus dated December ___, 2001 (the "Prospectus") relating to 1,534,518
subscription rights to purchase ("Rights") of Uroplasty, Inc. (the "Company")
and are incorporated in this Certificate by reference. Copies of the Prospectus
are available upon request from the Company. Capitalized terms used in this
certificate without definition have the meanings set forth in the Prospectus.

                                   ----------

                       SUBSCRIPTION PRICE: $2.00 PER RIGHT

 (The number of rights to which you are entitled is stated on the label above.
    You may oversubscribe or under subscribe as detailed in the Prospectus.)

The Rights represented by this Rights Subscription Certificate, in whole or in
part, may be exercised by completing Sections 1 and 2. Before exercising any
Rights, please read the Prospectus carefully and in its entirety.

IMPORTANT - Complete Section 1 if you wish to exercise any of your subscription
rights; complete Section 2 if you want delivery made to a different person or
address, and SIGN on reverse side. Please write clearly, and include a telephone
number where you can be reached if the Company has any questions. The Company is
not required to take any action if your instructions are not clear.



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The registered holder of Rights whose name is set forth above, or assigns, is
entitled to subscribe for two shares of Common Stock and one Common Stock
Purchase Warrant at a Subscription Exercise Price of $2.00 each (the
"Subscription Price") for each Right held under the terms and subject to the
conditions set forth in the Prospectus. Payment of the full Subscription Price
pursuant to the exercise of Rights must accompany this properly completed and
duly executed Rights Subscription Certificate, payable in United States currency
by personal check, cashier's check, bank draft or money order drawn on a bank
located in the United States, payable to "Uroplasty, Inc.". PLEASE WRITE YOUR
RIGHTS CERTIFICATE NUMBER, SET FORTH ABOVE, ON YOUR CHECK, BANK DRAFT OR MONEY
ORDER.

Dated: December ___, 2001



                                 UROPLASTY, INC.

                    BY: /s/ Daniel G. Holman
                        -------------------------------
                        Daniel G. Holman, President/CEO

                                                 By: /s/
                                                     ---------------------------

                                                     ---------------------------
                                                              Secretary


INSTRUCTIONS: To exercise all or part of the Rights evidenced by this Rights
Subscription Certificate, please complete Section 1. If you wish to have the
Company's Transfer Agent deliver the Shares and Warrants which are to be issued
upon the exercise of the Rights to another person or delivered to an address
other than the one listed on the face of this Rights Subscription Certificate,
please complete Section 2 and obtain the required signature guarantee by a
medallion institution.

ANY EXERCISE OF THESE RIGHTS MAY NOT BE REVOKED.

Section 1 - EXERCISE AND SUBSCRIPTION: The undersigned certifies that the number
of Shares owned on the record date, stated above, is accurate, and that none of
such shares have been sold or transferred since that date, and hereby exercises
Rights to subscribe for Shares and Warrants as indicated below, on the terms and
subject to the conditions stated in the Prospectus, receipt of which is hereby
acknowledged.

(PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY)

(A)  BASIC SUBSCRIPTION PRIVILEGE: Fill in these blanks if you wish to exercise
     any or all of your basic subscription rights: (Shareholders who exercise
     all of their rights and subscribe fully are entitled to the
     Oversubscription Privilege described in paragraph (B) below.




                                     Page 2
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         I/We subscribe and exercise the following number of Rights:

<Table>
<S>                                             <C>              <C>
                                                  x $2.00     =  $
   ------------------------------------------                    ------------------
   (Number of rights to be exercised pursuant   Subscription            BASIC
   to the Basic Subscription Privilege; may        Price         SUBSCRIPTION PRICE
   not exceed the number of Rights
   represented by this Rights Subscription
   Certificate)


(B)  OVERSUBSCRIPTION PRIVILEGE: Fill in these blanks if you wish to exercise any of
     your oversubscription rights. (For use only after January 31, 2002)

     I/We subscribe for and exercise the following number of additional Rights pursuant
     to the Oversubscription Privilege:


                                                  x $2.00     =  $
   ------------------------------------------                    ------------------
   (Number of rights to be exercised pursuant   Subscription      OVERSUBSCRIPTION
   to the Oversubscription Privilege.)             Price               PRICE

                                                                 $
                                                                 ------------------
                                                                        TOTAL

(C)  METHOD OF PAYMENT (check one)

[ ]  Check, Bank Draft or Money Order Payable to Uroplasty Inc.

[ ]  Wire Transfer Directly to the Subscription Account Maintained by Uroplasty, Inc.
     ABA ROUTING #___________________, for Credit Account #_________________,
     Further credit: UROPLASTY RIGHTS OFFERING, Attn: ______________________
     (651) _____________.

(D)  SIGNATURE
</Table>


                       IMPORTANT: RIGHTS HOLDER SIGN HERE

 ------------------------------------------------------------------------------
 (Signature(s) of Holder(s) exactly as appears on the face of this Certificate)

 Dated:                        , 2001       Telephone No:
       ------------------------------                    ----------------------

SECTION 2 - SPECIAL INSTRUCTIONS o CHECK HERE AND FILL OUT THIS SECTION ONLY IF
YOU HAVE SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS.


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I/We, the undersigned Holder of this Certificate, authorize the Company to issue
and deliver Certificates for the Shares and Warrants subscribed for to the
person and at the address stated below. If this section is completed, the
Holder's signature must be guaranteed by a medallion guarantor.

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

           ---------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
                                                  ------------------------------

  IMPORTANT: RIGHTS HOLDER SIGN HERE IF SECTION 2 IS COMPLETED

  ------------------------------------------------------------------------------
  (Signature(s) of Holder(s) exactly as appears on the face of this Certificate)

  Dated:                                  , 2001    Telephone No:
        ----------------------------------------                 ---------------

SIGNATURE GUARANTEE (to be executed if Section 2 is completed)

The undersigned, an eligible guarantor institution pursuant to Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended, and a
participant in a Securities Transfer Association recognized signature program,
does hereby guarantee that the signature of the Holder herein above is genuine.

  Dated:                                  , 2001
        ----------------------------------------


        -----------------------------------------------------------
        Firm Name (If applicable)

        -----------------------------------------------------------
        Authorized Signature

        -----------------------------------------------------------
        Name and Title

        -----------------------------------------------------------
        Address

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


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

        (  )
        -----------------------------------------------------------
        Area Code and Telephone Number




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