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                                                                     EXHIBIT 4.6

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

                      FORM OF WARRANT TO PURCHASE __ SHARES
                               OF COMMON STOCK OF
                       HOLLIS-EDEN PHARMACEUTICALS, INC.
                              (Void after __, 2006)

     This certifies that H.C. Wainwright, having an address of One Boston Place,
Boston, Massachusetts 02108 (the "Holder"), for value received, is entitled to
purchase from Hollis-Eden Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), having a place of business at 9333 Genesee Avenue, Suite 200, San
Diego, California 92121, a maximum of __ fully paid and nonassessable shares of
the Company's Common Stock ("Common Stock") for cash at a price of $__ per share
(the "Stock Purchase Price"), at any time or from time to time up to and
including 5:00 p.m. (Pacific time) on ____, 2006 (the "Expiration Date"), upon
surrender to the Company at its principal office (or at such other location as
the Company may advise the Holder in writing) of this Warrant properly endorsed
with the Notice of Exercise attached hereto as Exhibit A (the "Notice of
Exercise") duly completed and signed and, if applicable, upon payment in cash or
by check of the aggregate Stock Purchase Price for the number of shares for
which this Warrant is being exercised determined in accordance with the
provisions hereof. The Stock Purchase Price and the number of shares purchasable
hereunder are subject to adjustment as provided in Section 4 of this Warrant.

     This Warrant is subject to the following terms and conditions:

     1. Exercise; Issuance of Certificates; Payment for Shares. This Warrant is
exercisable at the option of the holder of record hereof, at any time or from
time to time, up to the Expiration Date for all or any part of the shares of
Common Stock subject to this Warrant. The Company agrees that the shares of
Common Stock purchased under this Warrant shall be and are deemed to be issued
to the Holder hereof as the record owner of such shares as of the close of
business on the date on which this Warrant shall have been surrendered, properly
endorsed, together with a completed Notice of Exercise, and payment made for
such shares. Certificates for the shares of Common Stock so purchased, together
with any other securities or property to which the Holder hereof is entitled
upon such exercise, shall be delivered to the Holder hereof by the Company at
the Company's expense within a reasonable time after the rights represented by
this Warrant have been so exercised. In case of a purchase of less than all the
shares which may be purchased under this Warrant, the Company shall cancel this
Warrant and execute and deliver a new Warrant or Warrants of like tenor for the
balance of the shares purchasable under the Warrant surrendered upon such
purchase to the Holder hereof within a reasonable time. Each stock certificate
so delivered shall be in such denominations of Common Stock as may be requested
by the Holder hereof and shall be registered in the name or names as nominated
by such Holder.

                                       1.

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     2. Net Exercise. Notwithstanding any provisions herein to the contrary, if
the fair market value of one share of the Company's common stock is greater than
the Stock Purchase Price (at the date of calculation as set forth below), in
lieu of exercising this Warrant by payment of cash, the Holder may elect to
receive shares equal to the value (as determined below) of this Warrant (or the
portion thereof being canceled) by surrender of this Warrant at the principal
office of the Company together with the properly endorsed Notice of Exercise in
which event the Company shall issue to the Holder a number of shares of Common
Stock computed using the following formula:

     X =  Y (A-B)
          -------
            A

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

       Y       = the number of shares of Common Stock purchasable under this
               Warrant or, if only a portion of the Warrant is being exercised,
               the portion of this Warrant being canceled (at the date of such
               calculation)

       A =     the fair market value of one share of the Company's common stock
               (at the date of such calculation)

       B =     Stock Purchase Price (as adjusted to the date of such
               calculation)

     For purposes of the above calculation, the fair market value of one share
of common stock shall be determined by the closing price of the Company's common
stock on the Nasdaq National Market (or other exchange on which the Company's
common stock may be trading) on the business day prior to the date of the
exercise of this Warrant.

     To the extent this Warrant is not previously exercised, and if the fair
market value of one share of Common Stock is greater than the Stock Purchase
Price (as adjusted to the date of such calculation), this Warrant shall be
deemed automatically exercised pursuant to the cashless exercise provision set
forth in this Section 2 (even if not surrendered) immediately prior to its
expiration. To the extent this Warrant or any portion thereof is deemed
automatically exercised pursuant to this paragraph, the Company agrees to
promptly notify the holder hereof of the number shares of Common Stock, if any,
the holder hereof is entitled to receive by reason of such automatic exercise.

     3. Shares to be Fully Paid; Reservation of Shares. The Company covenants
and agrees that all shares of Common Stock which may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable and free from all
preemptive rights of any stockholder and free of all taxes, liens and charges
with respect to the issue thereof. The Company further covenants and agrees
that, during the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized and reserved, for
the purpose of issue or transfer upon exercise of the subscription rights
evidenced by this Warrant, a sufficient number of shares of authorized but
unissued Common Stock, or other securities and property, when and as required to
provide for the exercise of the rights represented by this Warrant. The Company
will take all such action as may be necessary to assure that such shares of
Common Stock may be

                                       2.

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issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any domestic securities exchange upon which the Common
Stock may be listed. The Company will not take any action which would result in
any adjustment of the Stock Purchase Price (as set forth in Section 4 hereof) if
the total number of shares of Common Stock issuable after such action upon
exercise of all outstanding options, warrants and convertible securities,
together with all shares of Common Stock then outstanding, would exceed the
total number of shares of Common Stock then authorized by the Company's
Certificate of Incorporation.

     4. Adjustment of Stock Purchase Price and Number of Shares. The Stock
Purchase Price and the number of shares purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the occurrence of
certain events described in this Section 4. Upon each adjustment of the Stock
Purchase Price, the Holder of this Warrant shall thereafter be entitled to
purchase, at the Stock Purchase Price resulting from such adjustment, the number
of shares obtained by multiplying the Stock Purchase Price in effect immediately
prior to such adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment, and dividing the product thereof by the
Stock Purchase Price resulting from such adjustment.

          4.1 Subdivision or Combination of Stock. In case the Company shall at
any time subdivide its outstanding shares of Common Stock into a greater number
of shares, the Stock Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares, the Stock Purchase Price in effect immediately prior
to such combination shall be proportionately increased.

          4.2 Dividends in Common Stock, Other Stock, Property,
Reclassification. If at any time or from time to time the Holders of Common
Stock (or any shares of stock or other securities at the time receivable upon
the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefore:

                    (a) Common Stock or any shares of stock or other securities
which are at any time directly or indirectly convertible into or exchangeable
for Common Stock, or any rights or options to subscribe for, purchase or
otherwise acquire any of the foregoing by way of dividend or other distribution,
or

                    (b) Common Stock or additional stock or other securities or
property (including cash) by way of spinoff, split-up, reclassification,
combination of shares or similar corporate rearrangement (other than shares of
Common Stock issued as a stock split or adjustments in respect of which shall be
covered by the terms of Section 4.1 above), then and in each such case, the
Holder hereof shall, upon the exercise of this Warrant, be entitled to receive,
in addition to the number of shares of Common Stock receivable thereupon, and
without payment of any additional consideration therefor, the amount of stock
and other securities and property (including cash in the case referred to in
this clause (b)) which such Holder would hold on the date of such exercise had
he been the holder of record of such Common Stock as of the date on which
holders of Common Stock received or became entitled to receive such shares or
all other additional stock and other securities and property.

                                       3.

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          4.3 Reorganization, Reclassification, Consolidation, Merger or Sale.
If any recapitalization, reclassification or reorganization of the capital stock
of the Company, or any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets or other
transaction shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities, or other assets or property (a
"Transaction"), then, as a condition of such Transaction, lawful and adequate
provisions shall be made by the Company whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the shares of the
Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby) such shares of stock,
securities or other assets or property as may be issued or payable with respect
to or in exchange for a number of outstanding shares of such Common Stock equal
to the number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby; provided,
however, that in the event the fair market value of the stock, securities or
other assets or property (determined in good faith by the Board of Directors of
the Company) issuable or payable with respect to one share of the Common Stock
of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby is in excess of the Stock Purchase
Price hereof effective at the time of a merger and securities received in such
reorganization, if any, are publicly traded, then this Warrant shall expire
unless exercised prior to such Transaction; provided further, however, that the
provisions for automatic exercise as described in Section 2 above shall remain
in effect. In the event of any Transaction, appropriate provision shall be made
by the Company with respect to the rights and interests of the Holder of this
Warrant to the end that the provisions hereof (including, without limitation,
provisions for adjustments of the Stock Purchase Price and of the number of
shares purchasable and receivable upon the exercise of this Warrant) shall
thereafter be applicable, in relation to any shares of stock, securities or
assets thereafter deliverable upon the exercise hereof.

          4.4 Certain Events. If any change in the outstanding Common Stock of
the Company or any other event occurs as to which the other provisions of this
Section 4 are not strictly applicable or if strictly applicable would not fairly
protect the purchase rights of the Holder of the Warrant in accordance with such
provisions, then the Board of Directors of the Company shall make an adjustment
in the number and class of shares available under the Warrant, the Stock
Purchase Price or the application of such provisions, so as to protect such
purchase rights as aforesaid. The adjustment shall be such as will give the
Holder of the Warrant upon exercise for the same aggregate Stock Purchase Price
the total number, class and kind of shares as he would have owned had the
Warrant been exercised prior to the event and had he continued to hold such
shares until after the event requiring adjustment.

          4.5       Notices of Change.

                    (a) Within 60 days after any adjustment in the number or
class of shares subject to this Warrant and of the Stock Purchase Price, the
Company shall give written notice thereof to the Holder, setting forth in
reasonable detail and certifying the calculation of such adjustment.

                    (b) The Company shall also give written notice to the Holder
at least 5 business days prior to the date on which a Transaction shall take
place.

                                       4.

<PAGE>

     5. Issue Tax. The issuance of certificates for shares of Common Stock upon
the exercise of the Warrant shall be made without charge to the Holder of the
Warrant for any issue tax (other than any applicable income taxes for which the
Company may make requisite withholdings) in respect thereof; provided, however,
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any certificate
in a name other than that of the then Holder of the Warrant being exercised.

     6. Closing of Books. The Company will at no time close its transfer books
against the transfer of any warrant or of any shares of Common Stock issued or
issuable upon the exercise of any warrant in any manner which interferes with
the timely exercise of this Warrant.

     7. No Voting or Dividend Rights; Limitation of Liability. Nothing contained
in this Warrant shall be construed as conferring upon the Holder hereof the
right to vote or to consent or to receive notice as a stockholder of the Company
or any other matters or any rights whatsoever as a stockholder of the Company.
No dividends or interest shall be payable or accrued in respect of this Warrant
or the interest represented hereby or the shares purchasable hereunder until,
and only to the extent that, this Warrant shall have been exercised. No
provisions hereof, in the absence of affirmative action by the holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such Holder
for the Stock Purchase Price or as a stockholder of the Company, whether such
liability is asserted by the Company or by its creditors.

     8. Warrants Non-Transferable. Neither this Warrant nor any of Holder's
rights hereunder are transferable, in whole or in part, to any third party,
unless such transfer is made to an employee, affiliate or shareholder of Holder
with notice thereof to the Company. Any attempted assignment or transfer in
violation of the foregoing will be void.

     9. Rights and Obligations Survive Exercise of Warrant. The rights and
obligations of the Company, of the holder of this Warrant and of the holder of
shares of Common Stock issued upon exercise of this Warrant shall survive the
exercise of this Warrant.

     10.  Modification and Waiver.  This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.

     11. Registration Rights. Holder shall be entitled to "piggy-back"
registration rights on all registrations of the Company subject to the right,
however, of the Company and its underwriters to reduce the number of shares
proposed to be registered pro rata together with all other holders of
registration rights in view of market conditions. All expenses of such
registration shall be borne by the Company. Holder shall also be entitled to
demand from the Company up to two registrations on Form S-3 for the resale of
the shares of Common Stock underlying the Warrant; provided, however, that the
Company shall not be obligated to effect any such registration: (i) if within
thirty (30) days of receipt of a written request by Holder to effect such a
registration, the Company gives notice to Holder of the Company's intention to
make a public offering within ninety (90) days; (ii) if the Company shall
furnish to Holder a certificate signed by the Chairman of the Board of Directors
of the Company stating that in the good faith judgment of the Board of Directors
of the Company, it would be seriously detrimental to the

                                       5.

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Company and its stockholders for such Form S-3 registration to be effected at
such time, in which event the Company shall have the right to defer the filing
of the Form S-3 registration statement for a period of not more than ninety (90)
days after receipt of the written request of Holder; provided, that such right
to delay a request shall be exercised by the Company not more than once in any
twelve (12) month period; or (iii) if the Company has affected at least one (1)
other registration statement pursuant to this Section 11 within the preceding
twelve (12) month period. All expenses of the first such S-3 registration shall
be borne by the Company, and all expenses of the second such S-3 registration
shall be borne by Holder. The registration rights of Holder provided in this
Section 11 shall terminate on the date that the shares of Common Stock
underlying the Warrant may be resold by Holder without registration by reason of
Rule 144(k) under the Securities and Exchange Act of 1933, as amended, or any
other rule of similar effect.

     12. Notices. Any notice, request or other document required or permitted to
be given or delivered to the holder hereof or the Company shall be delivered or
shall be sent by certified mail, postage prepaid, to each such holder at its
address as shown on the books of the Company or to the Company at the address
indicated therefor in the first paragraph of this Warrant or such other address
as either may from time to time provide to the other.

     13. Binding Effect on Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets. All of the obligations of the
Company relating to the Common Stock issuable upon the exercise of this Warrant
shall survive the exercise and termination of this Warrant.

     14. Descriptive Headings and Governing Law. The description headings of the
several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of Delaware.

     15. Lost Warrants. The Company represents and warrants to the Holder hereof
that upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction, or mutilation of this Warrant and, in the case of any
such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company, at its expense, will
make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.

     16. Fractional Shares. No fractional shares shall be issued upon exercise
of this Warrant. The Company shall, in lieu of issuing any fractional share, pay
the holder entitled to such fraction a sum in cash equal to such fraction
multiplied by the then effective Stock Purchase Price.

                                       6.

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     In Witness Whereof, the Company has caused this Warrant to be duly executed
by its officers, thereunto duly authorized this __ day of __ 2001.

                                    Hollis-Eden Pharmaceuticals, Inc.,
                                    a Delaware corporation


                                    By:_________________________________

                                    Name:_______________________________

                                    Title:______________________________


                                       7.

<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                                                        Date:  _________________
Hollis-Eden Pharmaceuticals, Inc.
9333 Genesee Avenue, Suite 200
San Diego, CA 92121

Attn:  Secretary

Ladies and Gentlemen:

[_]    The undersigned hereby elects to exercise the warrant issued to it by
       Hollis-Eden Pharmaceuticals, Inc. (the "Company") and dated
       _____________, 2001 (the "Warrant") and to purchase thereunder
       __________________________________ shares of the Common Stock of the
       Company (the "Shares") at a purchase price of $____ per Share or an
       aggregate purchase price of __________________________________ Dollars
       ($__________) (the "Purchase Price").

[_]    The undersigned hereby elects to convert _______________________ percent
       (____%) of the value of the Warrant pursuant to the provisions of Section
       2 of the Warrant.

       Pursuant to the terms of the Warrant the undersigned has delivered the
Purchase Price herewith in full in cash or by certified check or wire transfer.

                                    Very truly yours,


                                    ----------------------------------------
                                    Signature

                                    ----------------------------------------
                                    Printed Name

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                                   SCHEDULE 1

The Company has entered into four Warrant Purchase Agreements with H.C.
Wainwright. Such Warrant Purchase Agreements are substantially similar to the
Form of Warrant Purchase Agreement to which this Schedule 1 is attached, except
as to the number of shares issuable pursuant to each warrant, the exercise price
per share for the shares issuable pursuant to each warrant, the effective date
and the expiration date.

   NUMBER OF
SHARES ISSUABLE      EXERCISE
  PURSUANT TO         PRICE
    WARRANT         PER SHARE        EFFECTIVE DATE            EXPIRATION DATE

    102,400          $ 9.00         December 11, 2001         December 11, 2006
     10,240          $12.00         December 11, 2001         December 11, 2006
     25,000          $ 3.09            May 1, 2001              April 30, 2006
     25,000          $6.225          August 1, 2001              July 31, 2006