EXHIBIT 4.1

                              SUNPHARM CORPORATION

THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR
QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS.  UNLESS THEY ARE SOLD PURSUANT
TO RULE 144  PROMULGATED BY THE SECURITIES  AND EXCHANGE  COMMISSION  UNDER SAID
ACT,  THEY  MAY  NOT BE  SOLD  OR  OTHERWISE  TRANSFERRED  IN  ABSENCE  OF  SUCH
REGISTRATION  AND  QUALIFICATION  WITHOUT AN OPINION OF COUNSEL  FOR THE HOLDER,
WHICH OPINION AND COUNSEL SHALL BE REASONABLY  SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

                                     Form of
                             Stock Purchase Warrant
                             ----------------------

         This Stock Purchase Warrant (this  "Warrant"),  issued this ____ day of
_________,   1996,  by  SunPharm   Corporation,   a  Delaware  corporation  (the
"Company"),   to   _____________________   (the  "Holder"),   whose  address  is
________________________________________________________.

                              W I T N E S S E T H:

                  1. Issuance of Warrant;  Term. For and in consideration of the
sum of  $10.00  and other  good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the  Company  hereby  grants to
Holder,  subject to the provisions  hereinafter set forth, the right to purchase
______  shares of Common Stock  $.0001 par value per share,  of the Company (the
"Common  Stock").  The shares of Common  Stock  issuable  upon  exercise of this
Warrant are  hereinafter  referred to as the  "Shares."  This  Warrant  shall be
exercisable  at any time on or before 5:00 p.m. (New York City time) on May ___,
2000, subject to the terms of Section 4.

                  2. Exercise Price.  The exercise price per share for which all
or any of the  Shares may be  purchased  pursuant  to the terms of this  Warrant
shall be $5.50 after the execution of this Warrant  until the first  anniversary
hereof,  $6.50 after the first anniversary  hereof until the second  anniversary
hereof and $7.50 for the remainder of the term  (hereinafter  referred to as the
"Exercise Price").

                  3.       Exercise.

                  (a) This  Warrant  may be  exercised  by Holder in whole or in
part, upon delivery of written notice of intent to the Company at the address of
the  Company set forth below its  signature  below or such other  address as the
Company shall designate in written notice to Holder,  together with this Warrant
and payment (in the manner  described in Section  3(b) below) for the  aggregate
Exercise  Price of the Shares so  purchased.  Upon  exercise of this  Warrant as
aforesaid,  the Company shall as promptly as practicable  execute and deliver to
Holder a certificate  or  certificates  for the total number of whole Shares for
which this Warrant is being exercised in such names and


                                       -1-

<PAGE>



number of whole  Shares for which this  Warrant is being  executed in such names
and denominations as are requested by Holder. If this Warrant shall be exercised
with respect to less than all of the shares, Holder shall be entitled to receive
a new  Warrant  covering  the number of Shares in respect of which this  Warrant
shall not have been exercised,  which new Warrant shall in all other respects be
identical to this Warrant.

                  (b) Payment for the Shares to be  purchased  upon  exercise of
this  Warrant  may be made by the  delivery of a certified  or  cashier's  check
payable to the  Company  for the  aggregate  Exercise  Price of the Shares to be
purchased.

                  4.       Call Feature.

                  (a) In the event that the closing  bid price of the  Company's
Common Stock on the Nasdaq Small Cap Market  equals or exceeds,  for a period of
twenty  consecutive  trading days after the expiration of the first  anniversary
date of this  Warrant,  $8.50  per  share  until the day  preceding  the  second
anniversary  of the date of this  Warrant,  $9.50  per  share  from  the  second
anniversary  of the date of this  Warrant  until  the day  preceding  the  third
anniversary of the date of this Warrant,  and $10.50 per share  thereafter,  the
Company may call this Warrant, in whole or in part, at a price of $.01 per share
of Common Stock  subject to the Warrant (the "Call  Price"),  ending within five
(5) days from the date notice of call is given pursuant to Section 4(b) hereof.

                  (b)  Notice of any  proposed  call for this  Warrant  shall be
given by the  Company  by  mailing a copy of such  notice by first  class  mail,
postage  prepaid,  not less than 30 nor more than 90 calendar  days prior to the
date fixed for the call (the "Call Date") to the Holder of Record of the Warrant
at his address  appearing  on the books of the  Company.  On the Call Date,  the
Company  shall pay the Holder of this Warrant the Call Price  applicable  to the
number of shares subject to such notice of call at which time this Warrant shall
terminate  and  Holder  shall have no further  rights  hereunder,  except to the
extent that the Holder has previously exercised this Warrant pursuant to Section
4(c) below.

                  (c) In the event that  notice of call has been given  pursuant
hereto,  the Holder of this Warrant may, pursuant to the provisions of Section 3
hereof, elect to exercise the Warrant for which notice of call has been given at
any time on or prior to the tenth  calendar day  immediately  preceding the Call
Date.

                  (d)  Under  no  circumstances  shall  the  Company  be able to
exercise its rights under this Section 4 unless it has an effective registration
statement on file with the  Securities and Exchange  Commission  with respect to
the shares of Common Stock which may be acquired upon exercise hereof.



                                       -2-

<PAGE>



          5. Covenants and Conditions.  The above  provisions are subject to the
following:

          (a) Neither this Warrant nor the Shares have been registered under the
Securities  Act of 1933, as amended (the "Act"),  or any state  securities  laws
("Blue Sky Laws"). This Warrant and the Shares have been acquired for investment
purposes and not with a view to distribution or resale and the Shares may not be
made subject to a security interest,  pledged,  hypothecated,  sold or otherwise
transferred without an effective  registration  statement therefor under the Act
and such  applicable  Blue Sky Laws or an opinion of counsel  (which opinion and
counsel  rendering  same shall be  reasonably  acceptable  to the Company)  that
registration  is not required  under the Act and under any  applicable  Blue Sky
Laws. The  certificates  representing  the Shares shall bear  substantially  the
following legend:

         THE  SHARES  OF STOCK  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
         QUALIFIED  UNDER ANY APPLICABLE  STATE  SECURITIES  LAWS, BUT HAVE BEEN
         ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE
         OFFERED,  SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION  STATEMENT UNDER
         THE ACT OR SUCH  APPLICABLE  STATE  SECURITIES  LAWS SHALL HAVE  BECOME
         EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL (WHICH
         OPINION AND COUNSEL  SHALL BE REASONABLY  SATISFACTORY  TO THE COMPANY)
         REGISTRATION  UNDER THE ACT OR SUCH  APPLICABLE  STATE  SECURITIES LAWS
         SHALL  HAVE  BECOME  EFFECTIVE  WITH  REGARD  THERETO,  OR (III) IN THE
         OPINION OF COUNSEL  (WHICH  OPINION  AND  COUNSEL  SHALL BE  REASONABLY
         SATISFACTORY  TO THE  COMPANY)  REGISTRATION  UNDER  THE  LAW  OR  SUCH
         APPLICABLE  STATE  SECURITIES  LAWS IS NOT REQUIRED IN CONNECTION  WITH
         SUCH PROPOSED OFFER, SALE OR TRANSFER.

Other legends as required by applicable  federal and state laws may be placed on
such  certificates.  Holder and the Company agree to execute such  documents and
instruments  as counsel for the Company  reasonably  deems  necessary  to effect
compliance  of the issuance of this Warrant and any Shares  issued upon exercise
hereof with applicable federal and state securities laws.

          (b) The  Company  covenants  and agrees  that all Shares  which may be
issued upon exercise of this Warrant will,  upon issuance and payment  therefor,
be legally and validly issued and outstanding, fully paid and nonassessable.

          6. Warrant Holder not  Stockholder.  This Warrant does not confer upon
Holder any right whatsoever as a stockholder of the Company.



                                       -3-

<PAGE>



                  7.       Certain Adjustments.

                  7.1 Capital Reorganizations,  Mergers,  Consolidations or Sale
of Assets. If at any time there shall be a capital  reorganization (other than a
combination  or subdivision of Common Stock  otherwise  provided for herein),  a
share exchange (subject to and duly approved by the stockholders of the Company)
or a merger or consolidation of the Company with or into another corporation, or
the sale of the  Company's  properties  and assets as, or  substantially  as, an
entirety to any other  person,  then,  as a part of such  reorganization,  share
exchange, merger,  consolidation or sale, lawful provision shall be made so that
Holder shall  thereafter  be entitled to receive upon  exercise of this Warrant,
during the period  specified  in this  Warrant and upon  payment of the Exercise
Price,  the number of shares of stock or other  securities  or  property  of the
Company or the successor corporation  resulting from such reorganization,  share
exchange,  merger,  consolidation  or sale,  to which  Holder  would  have  been
entitled  under the  provisions of the agreement in such  reorganization,  share
exchange,  merger,  consolidation  or sale if this  Warrant  had been  exercised
immediately before that reorganization, share exchange, merger, consolidation or
sale. In any such case,  appropriate  adjustment (as determined in good faith by
the  Company's  Board  of  Directors)  shall be made in the  application  of the
provisions  of this Warrant  with respect to the rights and  interests of Holder
after the reorganization,  share exchange, merger,  consolidation or sale to the
end that the  provisions of this Warrant  (including  adjustment of the Exercise
Price then in effect and the number of the  Shares)  shall be  applicable  after
that  event,  as near as  reasonably  may be, in relation to any shares or other
property deliverable after that event upon exercise of this Warrant.

                  7.2 Splits and  Subdivisions.  In the event the Company should
at any time or from  time to time fix a record  date for the  effectuation  of a
split  or  subdivision  of  the  outstanding  shares  of  Common  Stock  or  the
determination  of the holders of Common Stock  entitled to receive a dividend or
other  distribution  payable  in  additional  shares  of  Common  Stock or other
securities  or rights  convertible  into,  or  entitling  the holder  thereof to
receive directly or indirectly,  additional shares of Common Stock  (hereinafter
referred  to  as  the  "Common  Stock  Equivalents")   without  payment  of  any
consideration by such holder for the additional shares of Common Stock or Common
Stock  Equivalents,  then,  as  of  such  record  date  (or  the  date  of  such
distribution,  split or  subdivision  if no record date is fixed),  the Exercise
Price shall be  appropriately  decreased  and the number of the Shares  shall be
appropriately increased in proportion to such increase of outstanding shares.

                  7.3  Combination of Shares.  If the number of shares of Common
Stock  outstanding  at  any  time  after  the  date  hereof  is  decreased  by a
combination or reverse stock split of the  outstanding  shares of Common Stock ,
the Exercise Price shall be appropriately increased and the number of the Shares
shall be  appropriately  decreased in proportion to such decrease in outstanding
shares.

                  7.4  Adjustments  for  Other  Distributions.  In the event the
Company shall  declare a  distribution  payable in securities of other  persons,
evidences  of  indebtedness  issued  by the  Company  or other  persons,  assets
(excluding  cash dividends) or options or rights not referred to in Section 7.2,
then,  in each such case for the purpose of this Section 7.4,  upon  exercise of
this Warrant,


                                       -4-

<PAGE>



Holder shall be entitled to a  proportionate  share of any such  distribution as
though  Holder  was the  holder of the  number of shares of Common  Stock of the
Company into which this Warrant may be exercised as of the record date fixed for
the  determination  of the holders of Common  Stock of the  Company  entitled to
receive such distribution.

                  7.5  Certificate  as to  Adjustments.  In  the  case  of  each
adjustment or readjustment of the Exercise Price pursuant to this Section 7, the
Company will promptly compute such adjustment or readjustment in accordance with
the terms  hereof  and cause a  certificate  setting  forth such  adjustment  or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment  is based to be delivered  to Holder.  The Company  will,  upon the
written  request at any time of  Holder,  furnish  or cause to be  furnished  to
Holder a certificate setting forth:

                    (a) Such adjustment and readjustments;

                    (b) The Exercise Price at the time in effect; and

                    (c) The number of Shares and the  amount,  if any,  of other
          property at the time receivable upon the exercise of the Warrant.

                  7.6      Notices of Record Date, etc.  In the event of:

                  (a) Any taking by the  Company  of a record of the  holders of
any class of  securities  of the  Company  for the  purpose of  determining  the
holders thereof who are entitled to receive any dividends or other distribution,
or any right to subscribe for, purchase or otherwise acquire any shares of stock
of any class or any other securities or property, or to receive any other right;
or

                  (b)  Any   capital   reorganization   of  the   Company,   any
reclassification  or recapitalization of the capital stock of the Company or any
transfer of all or  substantially  all of the assets of the Company to any other
person or any consolidation, share exchange or merger involving the Company; or

                  (c) Any voluntary or involuntary  dissolution,  liquidation or
winding  up of the  Company,  the  Company  will mail to Holder at least 20 days
prior to the earliest date specified therein, a notice specifying:

                           (i) The date on which any such  record is to be taken
         for the purpose of such dividend, distribution or right, and the amount
         and character of such dividend, distribution or right; and

                           (ii)  The  date on  which  any  such  reorganization,
         reclassification,  transfer,  consolidation,  share  exchange,  merger,
         dissolution,  liquidation or winding up is expected to become effective
         and the  record  date for  determining  stockholders  entitled  to vote
         thereon.


                                       -5-

<PAGE>




                    8.  Reservation  of Common  Stock.  The Company shall at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common Stock,  solely for the purpose of effecting the exercise of this Warrant,
such  number  of its  shares  of  Common  Stock  as shall  from  time to time be
sufficient to effect the exercise of this Warrant, and if at any time the number
of  authorized  but unissued  shares of Common Stock shall not be  sufficient to
effect the exercise of the entire Warrant, in addition to such other remedies as
shall be  available  to the holder of this  Warrant,  the  Company  will use its
reasonable  efforts to take such corporate  action as may, in the opinion of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock to such number of shares as shall be sufficient for such purposes.

                    9. Split-Up, Combination, Exchange and Transfer of Warrants.
Subject to and limited by the  provisions  of Section 5(a) hereof,  this Warrant
may be  split  up,  combined  or  exchanged  for  another  Warrant  or  Warrants
containing  the same terms and entitling the Holder to purchase a like aggregate
number of Shares.  If the Holder  desires to split up,  combine or exchange this
Warrant,  he or it shall make such  request in writing  delivered to the Company
and shall  surrender to the Company this Warrant and any other Warrants to be so
split  up,  combined  or  exchanged.  Upon any such  surrender  for a  split-up,
combination  or exchange,  the Company  shall  execute and deliver to the person
entitled thereto a Warrant or Warrants, as the case may be, as so requested. The
Company  shall not be required to effect any split-up,  combination  or exchange
which will result in the issuance of a Warrant  entitling the  Warrantholder  to
purchase  upon  exercise a fraction of a share of Common  Stock or a  fractional
Warrant.  The Company may require such Holder to pay a sum  sufficient  to cover
any tax or  governmental  charge  that may be  imposed  in  connection  with any
split-up, combination or exchange of Warrants.

                    10. Successors and Assigns. All the covenants and provisions
of this Warrant shall bind and inure to the benefit of successors and assigns of
the Company and the Holder.

                    11.  Governing  Law.  This Warrant  shall be governed by and
construed in  accordance  with the laws of the State of Florida,  except for the
conflicts of laws principles thereof.

                    IN  WITNESS  WHEREOF,  the  Company  has  caused  this Stock
Purchase Warrant to be executed and delivered by its duly authorized  officer as
of the date first above written.

                                       SUNPHARM CORPORATION


                                       By:
                                           -----------------------------
                                               Stefan Borg, President

                                       Address:  4651 Salisbury Road, Suite 205
                                                 Jacksonville, Florida 32256



                                       -6-