**EXHIBIT
      4.1**





**AMENDED
      AND RESTATED**


**CLASS
      C WARRANT AGREEMENT**








This
      AMENDED AND RESTATED CLASS C
      WARRANT AGREEMENT (this “Warrant Agreement”) is dated and made as of February
      24, 2006 and amended and restated as of June 30, 2006 (the “Restatement Date”),
      by and between ORTHOLOGIC CORP., a Delaware corporation (the “Company”), and
      PHARMABIO DEVELOPMENT INC.,****a North Carolina corporation,
      doing business as NovaQuest (“NovaQuest”).





WHEREAS,
      the Company and NovaQuest have
      entered into the Common Stock and Warrant Purchase Agreement (the “Purchase
      Agreement”), dated as of February 24, 2006, pursuant to which the Company
      granted to NovaQuest the rights set forth in that certain Class C Warrant
      Agreement (the “Prior Warrant Agreement”), dated as of February 24, 2006 (the
“Prior Warrant Issuance Date”), and the Registration Rights Agreement (the
“Registration Rights Agreement”), dated as of February 24, 2006;





WHEREAS,
      the Company and Quintiles,
      Inc. (“Quintiles”), an affiliate of NovaQuest, have entered into a Master
      Services Agreement also dated as February 24, 2006 (the “Services
      Agreement”);





WHEREAS,
      pursuant to the Purchase
      Agreement, as modified by that certain letter agreement between NovaQuest and
      the Company of even date herewith regarding a waiver of blocking events, the
      parties desire to amend and restate the Prior Warrant Agreement as set forth
      in
      this Warrant Agreement;





NOW,
      THEREFORE, for good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged
      by
      the parties, the parties agree as follows:





1.            
      The Warrant.




(a)           The
      Company hereby agrees to issue and sell to NovaQuest, its designee or assigns
      (the “Holder”) 80,000 shares (the “Warrant Shares”) of the Company’s Common
      Stock, $0.0005 par value per share (“Common Stock”), at an exercise price of One
      Dollar and Ninety-One Cents ($1.91) per share (the “Exercise Price”) (such
      Exercise Price was calculated as follows: the average of the closing prices
      of
      the shares of Common Stock for the 15 trading days prior to the Restatement
      Date, multiplied by 115%),****upon the terms and conditions
      herein set forth, including the vesting schedule set forth in this Section
      1.  The Exercise Price and the number of Warrant Shares purchasable
      upon exercise of this Warrant Agreement are subject to adjustment from time
      to
      time as provided in Section 4 of this Warrant Agreement.





(b)  Upon
      completion of patient enrollment for the existing Phase 2b clinical study of
      the
      TP508 distal radius fracture study by or on behalf of the Company or its
      affiliates (the “Milestone”), the Holder’s right to exercise this Warrant
      Agreement will vest as follows:









(i)
            if
                the Milestone is achieved by September 30, 2006, One Hundred Percent
                (100%) of the Warrant Shares shall
                vest;





(ii)
            if
                the Milestone is achieved after September 30, 2006, but before December
                31, 2006, Fifty Percent (50%) of the Warrant Shares shall
                vest;





(iii)
            if
                the Milestone is not achieved by December 31, 2006, none of the Warrant
                Shares shall vest; and





(iv)
            any
                Warrant Shares not vested by December 31, 2006 shall
                expire.





(c)           In
      the event that the Milestone fails to be achieved, or fails to be achievable,
      by
      September 30, 2006, or by another date specified in the vesting schedule set
      forth in Section 1(b) above, and such failure is not caused solely by Quintiles,
      then the Joint Development Committee (as defined in the Services Agreement)
      shall promptly and in good faith review the Milestone, the existing vesting
      schedule, and the events and circumstances that caused or resulted in such
      failure; and the Joint Development Committee shall determine a new vesting
      schedule that shall extend each date within the existing vesting schedule by
      the
      duration of the events or circumstances that caused or resulted in such failure,
      up to one year; provided that the vesting schedule shall be extended pursuant
      to
      this Section 1(c) only once. The parties hereto promptly shall enter into an
      appropriate amendment to this Warrant Agreement reflecting such
      extension.





(d)           Notwithstanding
      Section 1(b), the Holder’s right to exercise this Warrant Agreement will vest
      upon a Change of Control.  “Change of Control” means the occurrence of
      any of the following: (a) any “person” or “group” (as such terms are defined in
      Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as
      amended, or any successor provisions (the “Exchange Act”)) becomes the
“beneficial owner” (as determined in accordance with Rule 13d-3 under the
      Exchange Act), directly or indirectly, of shares of voting securities of the
      Company representing 50% or more of the total voting power of all outstanding
      voting securities of the Company; (b) the sale, lease, license, exchange or
      other transfer (in one or a series of transactions) of all or substantially
      all
      of the assets of the Company, or all or substantially all of the assets relating
      to TP508; or (c)  any merger, consolidation, share exchange, business
      combination or similar transaction in which the Company is not the surviving
      entity or in which the holders of the outstanding shares of stock of the Company
      immediately prior to such transaction hold, immediately after such transaction,
      less that 51% of the total voting power of the outstanding securities of the
      surviving or resulting entity in such transaction.





2.           
       Expiration Date.  This Warrant Agreement, and the
      Holder’s right to purchase any of the Warrant Shares, will expire at 5:00 p.m.
      Eastern Time on the tenth anniversary of the Prior Warrant Issuance Date (the
      “Expiration Date”).





3.        
          Exercise of this Warrant
      Agreement.  (a) The Holder may exercise this Warrant Agreement, on
      any Business Day, at any time from and after the date hereof and prior to the
      Expiration Date, in whole or in part, as adjusted from time to time as provided
      in Section 4 of this Warrant Agreement, by:  (a) the surrender of this
      Warrant Agreement, with the Exercise Form substantially in the form attached
      hereto as Annex A properly completed and executed, at the principal office
      of
      the Company, and (b) upon payment by the delivery of a certified check or
      official bank check or wire transfer of immediately available funds, payable
      to
      the order of the Company in an amount equal to the aggregate purchase price
      for
      the Warrant Shares being purchased upon such exercise.  Upon receipt
      thereof by the Company, the Holder will be deemed to be the holder of record
      of
      the Warrant Shares issuable upon such exercise as of the close of business
      on
      the date of such receipt by the Company, and the Company will promptly execute
      or cause to be executed and delivered to the Holder, a certificate or
      certificates representing the aggregate number of Warrant Shares specified
      in
      the Exercise Form.  If this Warrant Agreement is exercised only in
      part, the Company will, at the time of delivery of said stock certificate or
      certificates, deliver to the Holder a new Warrant Agreement of like tenor
      evidencing the right of the Holder to purchase the remaining Warrant Shares
      then
      covered by this Warrant Agreement.  “Business Day” shall mean any day,
      other than a Saturday, Sunday or legal holiday during which banks in North
      Carolina, United States are open for the conduct of their banking
      business.




2




(b)           In
      lieu of exercising this Warrant Agreement, the Holder may elect to receive
      shares equal to the value of this Warrant Agreement (or the portion of the
      Warrant Shares hereunder being cancelled or surrendered) by sending written
      notice of such election to the Company, in which event the Company shall deliver
      to the Holder a stock certificate representing 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 Agreement
        as to
        which the Holder is then exercising this Warrant Agreement
 
 A
        = the
        fair
        market value of one share of Common Stock
 
 B
        = the
        Exercise Price (as adjusted to the date of such calculations)




(c)           For
      purposes of this Section, “fair market value” of one share of Common Stock shall
      mean the closing price reported on the Nasdaq National Market or the principal
      exchange on which the Common Stock is listed, or the average of the closing
      bid
      and asked prices of the Common Stock quoted in the Over-The-Counter market,
      whichever is applicable, in each such case averaged over a period of fifteen
      (15) consecutive trading days immediately preceding the date that the Exercise
      Form is delivered to the Company.****If the Common Stock is
      not traded on such market or exchange, or Over-The-Counter, the fair market
      value of the Common Stock will be the price per share which the Company could
      obtain from a willing buyer for shares sold by the Company from authorized
      but
      unissued shares, as agreed upon by the Company and the Holder in good faith
      or,
      absent such agreement, as shall be determined by arbitration instituted by
      either party under the rules of the American Arbitration
      Association.





3




(d)           If
      this Warrant Agreement has not been exercised prior to the Expiration Date,
      the
      Holder shall be deemed to have elected, prior to the close of business on the
      Expiration Date, to receive shares pursuant to this Section 3.





4.      
            Certain Adjustments.  The
      Exercise Price at which Warrant Shares may be purchased and the number of
      Warrant Shares to be purchased upon exercise of this Warrant Agreement are
      subject to change or adjustment from time to time as follows:





(a)           Merger,
      Sale of Assets, etc.  If at any time while this Warrant Agreement,
      or any portion hereof, is outstanding and unexpired there shall be (i) a
      reorganization (other than a combination, reclassification, exchange or
      subdivision of shares otherwise provided for herein), (ii) a merger or
      consolidation of the Company with or into another corporation or entity in
      which
      the Company is not the surviving entity, or a reverse triangular merger or
      share
      exchange in which the Company is the surviving entity but the shares of the
      Company’s capital stock outstanding immediately prior to the merger or share
      exchange are exchanged or converted by virtue of the merger or share exchange
      into other property, whether in the form of securities, cash, or otherwise,
      or
      (iii) a sale, lease, license or other transfer of all or substantially all
      of
      the Company’s properties or assets to any other person or entity, then, as a
      part of such reorganization, merger, consolidation, exchange or other transfer,
      lawful provision shall be made so that the Holder shall thereafter be entitled
      to receive upon exercise of this Warrant Agreement, during the period specified
      herein and upon payment of the Exercise Price then in effect, the number of
      shares of stock or other securities or property resulting from such
      reorganization, merger, consolidation, exchange or other transfer that a holder
      of the shares deliverable upon exercise of this Warrant Agreement would have
      been entitled to receive in such reorganization, merger, consolidation, exchange
      or other transfer if this Warrant Agreement had been exercised immediately
      before the record date of (or the date of, if no record date is fixed) such
      reorganization, merger, consolidation, exchange or other transfer, all subject
      to further adjustment as provided in this Section 4.  The foregoing
      provisions of this Section 4(a) shall similarly apply to successive
      reorganizations, mergers, consolidations, exchanges or other transfers and
      to
      the stock or securities of any other corporation that are at the time receivable
      upon the exercise of this Warrant Agreement.  If the per-share
      consideration payable to the Holder hereof for shares in connection with any
      such transaction is in a form other than cash or marketable securities, then
      the
      value of such consideration shall be reasonably determined in good faith by
      the
      Company’s Board of Directors.  In all events, appropriate adjustment
      (as reasonably determined in good faith by the Company’s Board of Directors)
      shall be made in the application of the provisions of this Warrant Agreement
      with respect to the rights and interests of the Holder after any of the
      above-referenced transactions, to the end that the provisions of this Warrant
      Agreement shall be applicable after such event, as near as reasonably may be,
      in
      relation to any shares or other property deliverable after such event upon
      exercise of this Warrant Agreement.





(b)           Reclassification,
      etc.  If the Company, at any time while this Warrant Agreement, or
      any portion hereof, remains outstanding and unexpired, by reclassification
      of
      securities or otherwise, shall change any of the securities as to which purchase
      rights under this Warrant Agreement exist into the same or a different number
      of
      securities of any other class or classes, this Warrant Agreement shall
      thereafter represent the right to acquire such number and kind of securities
      as
      the Holder would have received if this Warrant Agreement had been exercised
      in
      full immediately prior to such reclassification or other change or immediately
      prior to the record date with respect thereto and the Exercise Price therefor
      shall be appropriately adjusted, all subject to further adjustment as provided
      in this Section 4.  The foregoing provisions of this Section 4(b)
      shall similarly apply to successive reclassifications or other
      changes.




4




(c)           Split,
      Subdivision or Combination of Shares.  If the Company, at any time
      while this Warrant Agreement, or any portion hereof, remains outstanding and
      unexpired, shall split, subdivide or combine the securities as to which purchase
      rights under this Warrant Agreement exist, into a different number of securities
      of the same class, the Exercise Price for such securities shall be
      proportionately decreased in the case of a split or subdivision or
      proportionately increased in the case of a combination.  Upon each
      adjustment in the Exercise Price pursuant to this subsection, the number of
      shares of such securities purchasable hereunder shall be adjusted, to the
      nearest whole share, to the product obtained by multiplying the number of shares
      purchasable immediately prior to such adjustment in the Exercise Price by a
      fraction, the numerator of which shall be the Exercise Price immediately prior
      to such adjustment and the denominator of which shall be the Exercise Price
      immediately thereafter.





(d)           Certificate
      as to Adjustments.  Upon the occurrence of each adjustment
      pursuant to this Section 4, the Company at its expense shall promptly compute
      such adjustment in accordance with the terms hereof and furnish to any Holder
      of
      this Warrant Agreement a certificate signed by its Chief Financial Officer
      setting forth such adjustment and showing in detail the event requiring the
      adjustment, the amount of such adjustment, the method by which such adjustment
      was calculated, the Exercise Price at the time in effect, and the number of
      shares and the amount, if any, of the property that at the time would be
      received upon the exercise of this Warrant Agreement, together with the facts
      upon which such adjustment is based.  The Company shall, upon the
      written request, at any time, of any Holder, promptly furnish or cause to be
      furnished to such Holder a like certificate setting forth: (i) all such previous
      adjustments; (ii) the Exercise Price at the time in effect; and (iii) the number
      of shares and the amount, if any, of other property that at the time would
      be
      received upon the exercise of this Warrant Agreement.





(e)           No
      Dilution or Impairment.  The Company will not, by amendment of its
      certificate of incorporation or through any reorganization, recapitalization,
      reclassification, transfer of assets, consolidation, merger, business
      combination, or dissolution, avoid or seek to avoid the intent of this Section
      4
      or the observance or performance of any of the terms to be observed or performed
      by the Company under this Warrant Agreement, but will at all times in good
      faith
      assist in the carrying out of all the provisions of this Section 4 and in the
      taking of all such action as may be necessary or appropriate in order to protect
      the rights of the holder of this Warrant Agreement against
      impairment.





(f)           Conformity
      with Warrant Agreement.  In the event that at any time, as a
      result of any adjustment made pursuant to this Section 4, the Holder thereafter
      shall become entitled to receive any shares of capital stock of the Company
      other than Common Stock, thereafter the number of such other shares so
      receivable upon exercise of the Warrant Agreement shall be subject to adjustment
      from time to time in a manner and on terms as nearly equivalent as practicable
      to the provisions with respect to the Common Stock contained in this Section
      4.




5





5.       
           Fractional Shares.  Fractional
      shares will not be issued upon the exercise of this Warrant Agreement, but
      in
      any case where the Holder would, except for the provisions of this Section,
      be
      entitled under the terms of this Warrant Agreement to receive a fractional
      share
      upon the exercise of this Warrant Agreement, the Company will, upon the exercise
      of this Warrant Agreement for the largest number of whole shares then called
      for, pay a sum in cash equal to the excess of the fair market value of such
      fractional share (determined in such reasonable manner as may be prescribed
      by
      the Board of Directors of the Company in its discretion) over the proportional
      part of the per share purchase price represented by such fractional
      share.





6.       
           Notices of Certain Events.  In
      case:





(a)           the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of this Warrant
      Agreement) for the purpose of entitling them to receive any dividend or other
      distribution, or stock subdivision or combination, or any right to subscribe
      for
      or purchase any shares of stock of any class or any other securities, or to
      receive any other right, or





(b)           of
      any reorganization or recapitalization of the Company, any reclassification
      of
      the capital stock of the Company, any consolidation, merger, share exchange
      or
      other business combination of the Company with or into another corporation
      or
      entity, or any sale, lease, license or other transfer of all or substantially
      all of the assets of the Company to another corporation or entity,
      or





(c)           of
      any voluntary dissolution, liquidation or winding-up of the
      Company,





then,
      and
      in each such case, the Company will cause written notice thereof to be delivered
      to the Holder specifying, as the case may be, (i) the date on which a record
      is
      to be taken for the purpose of such dividend, distribution or right, and stating
      the amount and character of such dividend, distribution or right or (ii) the
      date on which such reorganization, recapitalization, reclassification,
      consolidation, merger, share exchange, business combination, transfer,
      dissolution, liquidation or winding-up is to take place, and the time, if any
      is
      to be fixed, as of which the holders of record of Common Stock (or such stock
      or
      securities at the time receivable upon the exercise of this Warrant Agreement)
      shall be entitled to exchange their shares of Common Stock (or such other stock
      or securities) for securities or other property deliverable upon such
      reorganization, reclassification, recapitalization, consolidation, merger,
      share
      exchange, business combination, transfer, dissolution, liquidation or
      winding-up.  Such notice shall be delivered at least ten (10) Business
      Days prior to the date required to be specified therein pursuant to this Section
      6.





7.      
            No Rights as Stockholder; Limitation of
      Liability.  This Warrant Agreement, as distinct from the shares
      for which this Warrant Agreement is exercisable, will not entitle the Holder
      to
      any of the rights of a stockholder of the Company.  No provision of
      this Warrant Agreement, prior to the exercise of this Warrant Agreement, and
      no
      mere enumeration herein of the rights or privileges of the Holder, will give
      rise to any liability of the Holder for the purchase price or as a stockholder
      of the Company, whether such liability is asserted by the Company or by
      creditors of the Company.




6




8.      
            Miscellaneous.





(a)           Representations
      by the Company. The Company is a corporation duly organized, validly
      existing and in good standing under the laws of the State of
      Delaware.  The Company has all necessary corporate power and authority
      to carry on its business as now conducted.  The Company has all
      necessary corporate power and authority to execute and deliver this Warrant
      Agreement and to consummate the transactions contemplated hereby.  The
      execution and delivery of this Warrant Agreement and consummation of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action on the part of the Company and no other corporate proceedings
      on the part of the Company are necessary to authorize this Warrant Agreement
      or
      to consummate the transactions contemplated hereby.  No further
      approval or authority of the board of directors or stockholders of the Company
      will be required for the issuance and sale of the Warrant Shares to be issued
      by
      the Company as contemplated herein.  This Warrant Agreement has been
      duly and validly executed and delivered by the Company and constitutes a valid,
      legal and binding agreement of the Company, enforceable against the Company
      in
      accordance with its terms.





(b)           Successors
      and Assigns.  This Warrant Agreement shall be binding on and inure
      to the benefit of the Holder and the Company and their respective successors
      and
      assigns.





(c)           Amendments
      and Waivers.  This Warrant Agreement and any provision hereof may
      be amended, changed, waived, discharged or terminated only by an instrument
      in
      writing signed by both parties hereto.





(d)           Loss,
      Theft, Destruction or Mutilation.  Upon receipt by the Company of
      evidence reasonably satisfactory to it that this Warrant Agreement has been
      lost, stolen, destroyed or mutilated, and in the case of any lost, stolen or
      destroyed Warrant Agreement, an indemnity reasonably satisfactory to the
      Company, or in the case of a mutilated Warrant Agreement, upon surrender and
      cancellation hereof, the Company will execute and deliver in the name of the
      registered holder of this Warrant Agreement, in exchange and substitution for
      the Warrant Agreement so lost, stolen, destroyed or mutilated, a new Warrant
      Agreement of like tenor and amount.





(e)           Warrant
      Exchangeable for Different Denominations.  This Warrant Agreement
      is exchangeable, upon the surrender hereof by the Holder at the principal office
      of the Company for new Warrant Agreements of like tenor representing in the
      aggregate the right to purchase the number of shares which may be purchased
      hereunder, each of such new Warrant Agreements to represent the right to
      purchase such number of Warrant Shares as shall be designated by said Holder
      hereof at the time of such surrender.





(f)           Law
      Governing.  This Warrant Agreement will be governed by, and
      construed and enforced in accordance with, the laws of the State of North
      Carolina, without regard to conflicts-of-laws principles that would require
      the
      application of any other law.




7




(g)           Entire
      Agreement.  This Warrant Agreement, together with the Purchase
      Agreement, the Registration Rights Agreement, and the other transaction
      documents referred to therein or contemplated thereby, constitutes the full
      and
      entire understanding and agreement among the parties with regard to the subject
      matter of this Warrant Agreement, and supersedes all prior agreements,
      understandings, inducements or conditions, express or implied, oral or written,
      with respect to the subject matter of this Warrant Agreement including without
      limitation, the Prior Warrant Agreement, which is hereby terminated in its
      entirety.





(h)           Notices.  Unless
      otherwise provided herein, all notices, requests, demands and other
      communications required or permitted under this Warrant Agreement shall be
      in
      writing and will be deemed to have been duly made and received:  (i)
      upon personal delivery; (ii) three (3) Business Days after deposit with the
      United States Post Office, by registered or certified mail or by first class
      mail, postage prepaid, addressed as set forth below; or (iii) one (1) Business
      Day after deposit with a nationally recognized, overnight courier (for next
      business day delivery), shipping prepaid, addressed as set forth
      below:





If
                to Company:
            OrthoLogic
                Corp.1275
                West Washington Street
              Tempe,
                Arizona 85281
              Attn:  Chief
                Executive Officer
              Facsimile:
                (602) 470-7080With
                a copy to
              (which
                shall not
              constitute
                notice):
            Quarles
                & Brady Streich Lang LLPOne
                Renaissance Square
              Two
                North Central Avenue
              Phoenix,
                Arizona 85004
              Attn:
                Steven P. Emerick
              Facsimile:  (602)
                417-2980If
                to Purchaser:
            PharmaBio
                Development Inc.(d/b/a
                NovaQuest)
              4709
                Creekstone Drive
              Suite
                200 Riverbirch Building
              Durham,
                NC 27703
              Attn:  President
              Facsimile:  (919)
                998-2090




8




With
                a copy to
              (which
                shall not
              constitute
                notice):
            Smith,
                Anderson, Blount, DorsettMitchell
                & Jernigan, L.L.P.
              2500
                Wachovia Capitol Center
              Raleigh,
                NC 27601
              Attn:
                Christopher B. Capel
              Facsimile:  (919)
                821-6800





Either
      party may change the address to which communications are to be sent by giving
      five (5) Business Days’ advance notice of such change of address to the other
      party in conformity with the provisions of this Section.





(i)           Execution;
      Counterparts.  This Warrant Agreement and any amendment hereto may
      be executed in counterparts, each of which when executed and delivered shall
      be
      deemed to be an original and all of which counterparts taken together shall
      constitute but one and the same instrument.  The exchange of copies of
      this Warrant Agreement or amendments thereto and of signature pages by facsimile
      transmission or by email transmission in portable digital format, or similar
      format, shall constitute effective execution and delivery of such instrument(s)
      as to the parties and may be used in lieu of the original Warrant Agreement
      or
      amendment for all purposes.  Signatures of the parties transmitted by
      facsimile or by email transmission in portable digital format, or similar
      format, shall be deemed to be their original signatures for all
      purposes.





*[signature
      page follows]*




9




*[Signature
      Page to Amended and Restated Class C Warrant Agreement]*





IN
      WITNESS WHEREOF, the parties have
      caused this Warrant Agreement to be duly executed and delivered as of the day
      and year first written above.








ORTHOLOGIC
                CORP.By:
            /s/
                Les M. TaegerName:
            Les
                M. TaegerTitle:
            Sr.VP
                and Chief Financial OfficerPHARMABIO
                DEVELOPMENT INC.(D/B/A
                NOVAQUEST)By:
            /s/
                Patrick B. JordanName:
            Patrick
                B. JordanTitle:
            Vice
                President, Corporate Development








ANNEX
      A




EXERCISE
      FORM





TO
      BE
      EXECUTED BY THE REGISTERED HOLDER


TO
      EXERCISE THE ATTACHED


AMENDED
      AND RESTATED CLASS C WARRANT AGREEMENT OF





ORTHOLOGIC
      CORP.





The
      undersigned, [________________],
      pursuant to the provisions of the Class C Warrant Agreement between OrthoLogic
      Corp. (the “Company”) and PharmaBio Development Inc. dated as of February 24,
      2006, as amended and restated on June __, 2006 (the “Warrant Agreement”), hereby
      elects to exercise the Warrant Agreement by agreeing to subscribe for and
      purchase [_______________] shares (the “Warrant Shares”) of Common Stock, $.0005
      par value per share, of the Company, and hereby makes payment of $[___________]
      by certified or official bank check or wire transfer of immediately available
      funds payable to the order of the Company in payment of the exercise price
      therefor.





The
      undersigned acknowledges that the
      sale, transfer, assignment or hypothecation of the Warrant Shares to be issued
      upon exercise of this Warrant Agreement is subject to the terms and conditions
      of the Warrant Agreement.





PharmaBio
                Development Inc.(d/b/a
                NovaQuest)By:Name:Title:Address:
            4709
                Creekstone DriveSuite
                200 Riverbirch BuildingDurham,
                NC 27703Dated:
                ___________________, _____