EXHIBIT 10.81
                                                                   -------------



NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE
APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Void after 5:00 p.m. Eastern Standard Time, on November 29, 2004.


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                                  DYNAGEN, INC.

FOR VALUE RECEIVED, DYNAGEN, INC., a Delaware corporation (the "Company"),
hereby certifies that FSC Corp. ("FSC") or its permitted designee or assignee,
is entitled to purchase from the Company, at any time or from time to time
commencing on November 29, 1999 and prior to 5:00 P.M., Eastern Standard Time,
on November 29, 2004, a total of 250,000 fully paid and nonassessable shares of
the common stock, par value $.01 per share, of the Company for an aggregate
purchase price of $0.38 per share. (Hereinafter, (i) said common stock, together
with any other equity securities which may be issued by the Company with respect
thereto or in substitution therefor, is referred to as the "Common Stock", (ii)
the shares of the Common Stock purchasable hereunder are referred to as the
"Warrant Shares", (iii) the aggregate purchase price payable hereunder for the
Warrant Shares is referred to as the "Aggregate Warrant Price", (iv) the price
payable hereunder for each of the Warrant Shares is referred to as the "Exercise
Price", (v) this Warrant, and all warrants hereafter issued in exchange or
substitution for this Warrant are referred to as the "Warrant" and (vi) the
holder of this Warrant is referred to as the "Holder".) The Exercise Price is
subject to adjustment as hereinafter provided.

         1.  Exercise of Warrant

         (a) Exercise. This Warrant may be exercised, in whole at any time or in
part from time to time, commencing on November 29, 1999 and prior to 5:00 P.M.,
Eastern Standard Time on November 29, 2004, by the Holder of this Warrant by the
surrender of this Warrant (with the subscription form at the end hereof duly
executed) at the address set forth in Section 7(a) hereof, together with proper
payment of the Aggregate Warrant Price, or the proportionate part thereof if
this Warrant is exercised in part. Payment for Warrant Shares shall be made by
certified or official bank check payable to the order of the Company. If this
Warrant is exercised in part, the Holder is entitled to receive a new Warrant
covering the number of Warrant Shares in respect of which this Warrant has not
been exercised and setting forth the proportionate part of the Aggregate Warrant
Price applicable to such Warrant Shares. Upon such surrender of this Warrant,
the Company will (a) issue a certificate or certificates in the name of the
Holder for the largest number of whole shares of the Common Stock to which the
Holder shall be entitled if this Warrant is exercised in whole and (b) deliver
the proportionate part thereof if this Warrant is exercised in part, pursuant to
the provisions of the Warrant. In lieu of any fractional share of the Common
Stock which would otherwise be issuable in respect to the exercise of the
Warrant, the Company at its option may (a) pay in cash an amount equal to the
product of (i) the daily mean average of the closing price of a share of Common
Stock on the ten consecutive trading days before the conversion date and (ii)
such fraction of a share or (b) issue an additional share of Common Stock.

         Upon exercise of the Warrant, the Company shall issue and deliver to
the Holder certificates for the Common Stock issuable upon such exercise within
ten business days after such exercise and the person exercising shall be deemed
to be the holder of record of the Common Stock issuable upon such exercise.
<PAGE>

         No warrant granted herein shall be exercisable after 5:00 p.m. Eastern
Standard Time on the fifth anniversary of the date of issuance.

         (b) Net Issuance. Notwithstanding anything to the contrary contained in
Section 1(a) hereof, in the case of any exercise on or prior to November 29,
2004 the Holder may elect to exercise this Warrant in whole or in part by
receiving shares of Common Stock equal to the net issuance value (as determined
below) of this Warrant, or any part hereof, upon surrender of this Warrant at
the principal office of the Company together with notice of such election (with
the form at the end hereof duly executed), 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 as to which this
                      Warrant is to be exercised

                  A = the mean of the last sale price of a share of Common Stock
                      on the ten consecutive trading days before the conversion
                      date, as reported by Bloomberg, L.P. or if not so
                      reported, on a consolidated transaction reporting system

                  B = the Exercise Price


         (c) Certain Adjustments

         The Exercise Price and the number of Warrant Shares shall be equitably
adjusted from time to time to account for stock splits, stock dividends,
combinations, recapitalizations, reclassifications and similar events.

         2. Reservation of Warrant Shares. The Company agrees that, prior to the
expiration of this Warrant, the Company will at all times have authorized and
reserved, and will keep available, solely for issuance or delivery upon the
exercise of this Warrant, the number of shares of the Common Stock as from time
to time shall be issuable upon the exercise of this Warrant.

         3.  Fully Paid Stock: Taxes. The Company agrees that the shares of the
Common Stock represented by each and every certificate for Warrant Shares
delivered on the exercise of this Warrant shall, at the time of such delivery,
be validly issued and outstanding, fully paid and nonassessable, and not subject
to preemptive rights, and the Company will take all such actions as may be
necessary to assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the then Exercise Price. The
Company further covenants and agrees that it will pay, when due and payable, any
and all Federal and state stamp, original issue or similar taxes that may be
payable in respect of the issue of any Warrant Share or certificate therefor.

         4.  Transfer

             (a) Securities Laws. Neither this Warrant nor the Warrant Shares
issuable upon the exercise hereof have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or under any state securities laws
and unless so registered may not be transferred, sold, pledged, hypothecated or
otherwise disposed of ("Transferred") unless an exemption from such registration
is available or if the Warrant or the Warrant Shares are sold in accordance with
Rule 144 promulgated under the Securities Act. In the event Holder desires to
transfer this Warrant or any of the Warrant Shares issued, the Holder must give
the Company prior written notice of such proposed transfer including the name
and address of the proposed transferee. Such transfer may be made only either
(i) upon publication by the Securities and Exchange Commission (the
"Commission") of a ruling, interpretation, opinion or "no action letter" based
upon facts presented to said Commission, or (ii) upon receipt by the Company of
an opinion of counsel to the Company in either case to the effect that the
proposed transfer will not violate the provisions of the Securities Act, the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules
and regulations promulgated under either such act, or to the effect that the
Warrant or Warrant Shares to be sold or transferred have been registered under
the Securities Act and that there is in effect a registration statement in which
<PAGE>

is included a prospectus meeting the requirements of Section 10(a) of the
Securities Act, which is being or will be delivered to the purchaser or
transferee at or prior to the time of delivery of the certificates evidencing
the Warrant or Warrant Shares to be sold or transferred.

             (b) Conditions to Transfer. Prior to any such proposed transfer,
and as a condition thereto, if such transfer is not made pursuant to an
effective registration statement under the Securities Act, the Holder will, if
requested by the Company, deliver to the Company (i) an investment covenant
signed by the proposed transferee, (ii) an agreement by such transferee to the
impression of the restrictive investment legend set forth herein on the
certificate or certificates representing the securities acquired by such
transferee, (iii) an agreement by such transferee that the Company may place a
"stop transfer order" with its transfer agent or registrar, and (iv) an
agreement by the transferee to indemnify the Company to the same extent as set
forth in the next succeeding paragraph.

             (c) Indemnity. The Holder acknowledges that the Holder understands
the meaning and legal consequences of this Section 4, and the Holder hereby
agrees to indemnify and hold harmless the Company, its representatives and each
officer and director thereof from and against any and all loss, damage or
liability (including all attorneys' fees and costs incurred in enforcing this
indemnity provision) due to or arising out of (a) the inaccuracy of any
representation or the breach of any warranty of the Holder contained in, or any
other breach of, this warrant, (b) any transfer of the Warrant or any of the
Warrant Shares in violation of the Securities Act, the Exchange Act or the rules
and regulations promulgated under either of such acts, (c) any transfer of the
Warrant or any of the Warrant Shares not in accordance with this Warrant or (d)
any untrue statement or omission to state any material fact in connection with
the investment representations or with respect to the facts and representations
supplied by the Holder to counsel to the Company upon which its opinion as to a
proposed transfer shall have been based.

             (d) Transfer. Except as restricted hereby, this Warrant and the
Warrant Shares issued may be transferred by the Holder in whole or in part at
any time or from time to time. Upon surrender of this Warrant to the Company or,
if the Company so instructs the Holder in writing, at the office of its stock
transfer agent, if any, with assignment documentation duly executed and funds
sufficient to pay any transfer tax, and upon compliance with the foregoing
provisions, the Company shall, without charge, execute and deliver a new Warrant
in the name of the assignee named in such instrument of assignment, and this
Warrant shall promptly be canceled. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of this Warrant in any way contrary to the
provisions of this Warrant, or any levy of execution, attachment or other
process attempted upon the Warrant, shall be null and void and without effect.

             (e) Legend and Stop Transfer Orders. Unless the Warrant Shares have
been registered under the Securities Act, upon exercise of any part of the
Warrant and the issuance of any of the Warrant Shares, the Company shall
instruct its transfer agent to enter stop transfer orders with respect to such
shares, and all certificates representing Warrant Shares shall bear on the face
thereof substantially the following legend, insofar as is consistent with
Massachusetts law:

         "The shares of common stock represented by this certificate have not
         been registered under the Securities Act of 1933, as amended, and may
         not be sold, offered for sale, assigned, transferred or otherwise
         disposed of unless registered pursuant to the provisions of that Act or
         an opinion of counsel to the Company is obtained stating that such
         disposition is in compliance with an available exemption from such
         registration."

         5.  Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of an
unsecured indemnity from the Holder reasonably satisfactory to the Company, if
lost, stolen or destroyed, and upon surrender and cancellation of the Warrant,
if mutilated, the Company shall execute and deliver to the Holder a new Warrant
of like date, tenor and denomination.

         6. (a) Shelf Registration. The Company shall, no later than ninety (90)
days after the date hereof or as soon as is practicable, file a registration
statement on the appropriate form with the U.S. Securities and Exchange
Commission (the "SEC") covering the resale of the Warrant Shares by the Holder
(the "Registration Statement"). The Registration Statement shall register the
Warrant Shares for resale by Holder on a delayed or continuous basis pursuant to
<PAGE>

Rule 415 under the Securities Act of 1933, as amended (the "Act"). The Company
shall use its best efforts cause the Registration Statement to become effective
under the Act as soon as is practicable thereafter following the filing thereof,
and thereafter shall use its best efforts to keep the Registration Statement
continuously effective under the Act in order to permit the prospectus included
therein to be lawfully delivered by Holder until the date on which Holder can
lawfully sell the Warrant Shares pursuant to Rule 144 under the Act (the
"Effectiveness Period"); provided, that, except as provided below with respect
to any Blackout Period (as defined), the Company shall be deemed not to have
used its best efforts to keep the Registration Statement effective during the
requisite period if it voluntarily takes any action or omits to take any action,
the taking or omission of which would result in Holder not being able to offer
and sell the Warrant Shares under the Registration Statement during that period,
unless such action or omission is required by applicable law; provided, further,
that the Company shall not be required to amend or supplement the Registration
Statement, any related prospectus or any document incorporated therein by
reference in the event that, and for a period (a "Blackout Period") not to
exceed, until the end of the Effectiveness Period, an aggregate of sixty (60)
days if (x) an event occurs and is continuing as a result of which the
Registration Statement, any related prospectus or any document incorporated
therein by reference as then amended or supplemented would, in the Company's
good faith judgment, contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made not misleading, and (y)(1)
the Company determines in good faith that the disclosure of such event at such
time would have a material adverse effect on the business, operations or
prospects of the Company or (2) the disclosure otherwise relates to a pending
material business transaction which has not yet been publicly disclosed.
Notwithstanding any other provision of this Warrant or the Loan and Security
Agreement dated as of even date herewith by and between the Company and
BankBoston, N.A. (the "Loan Agreement"), and without limiting or diminishing any
remedy available to the Holder, the failure of the Company to comply with the
provisions of this Section 6(a) shall not constitute a default under the Loan
Agreement.

(b)  Registration Procedure.

         (i) The Company shall cause the Registration Statement and the related
prospectus and any amendments or supplements thereto, as of the effective date
of the Registration Statement, (subject to paragraph (a) above), at all times
during the Effectiveness Period (i) to comply in all material respects with the
applicable requirements of the Act and the rules and regulations of the SEC and
(ii) not to contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

         (ii)  The Company shall give prompt written notice to Holder:

             (A) on the date(s) when the Registration Statement or any
post-effective amendments thereto have become effective;

             (B) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation or threatening of
any proceedings for that purpose;

             (C) of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of the Warrant
Shares for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose;

             (D) of the happening of any event that requires the Company to make
changes in the Registration Statement or prospectus in order to make the
statements therein not misleading;
<PAGE>

             (E) of the commencement and termination of any Blackout Period; and

             (F) thirty (30) days prior to the end of the Effectiveness Period.

         (iii) The Company shall use its best efforts to prevent the issuance or
obtain the withdrawal of any order suspending the effectiveness of the
Registration Statement at the earliest possible time.

         (iv) Upon the occurrence of any event contemplated by clauses (ii)(D)
or (E) of this Section 6(b) the Company shall promptly prepare a post-effective
amendment to the Registration Statement or a supplement to the related
prospectus or file any other required document so that, as thereafter delivered
to Holders of the Warrant Shares, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading and will contain the current information required by the
Act.

         (v) The Company shall register or qualify the Warrant Shares under the
securities or blue sky laws of such states of the United States as Holder
reasonably requests and do any and all other acts or things necessary or
advisable to enable such exercise in such jurisdictions; provided that the
Company shall not be required to (A) qualify to do business in any jurisdiction
where it is not then so qualified or (B) take any action which would subject it
to general service of process or to taxation in any jurisdiction where it is not
then so subject.

         (vi) The Company shall bear all expenses incurred by it in connection
with the performance of its obligations under this Section 6, other than
underwriting discounts and commissions, if any and fees of Holder's professional
advisors, if any).

         (vii) The Company shall deliver to the Holder, without charge, a
reasonable number of copies of the Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, and all
exhibits (including those, if any, incorporated by reference).

         (viii)  The Company shall cause all Warrant Shares covered by the
Registration Statement to be listed on each securities exchange and/or
inter-dealer quotation system on which similar securities issued by the Company
are then listed.

(c)  Indemnification
<PAGE>

         (i) The Company will indemnify Holder and each of its officers,
directors and partners, and each person controlling such Holder against all
claims, losses, expenses, damages and liabilities (or actions in respect
thereto) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in the Registration Statement and any
post-effective amendment thereto and any prospectus or other document incident
thereto and any registration or qualification materials filed under any
applicable state securities or blue sky law, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statement therein not misleading, or any violation or
alleged violation by the Company of the Act, the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder ("Exchange Act") or
any state securities or blue sky law applicable to the Company or any rule or
regulation promulgated any such state law and relating to action or inaction
required of the Company in connection with any such registration, qualification
or compliance, and will reimburse Holder, each of its officers, directors and
partners, and each person controlling such Holder, within a reasonable amount of
time after incurred for any reasonable legal and any other expenses incurred in
connection with investigating, defending or settling any such claim, loss,
damage, liability or action; provided, however, that the indemnity agreement
contained in this Section 6(c)(i)) shall not apply to amounts paid in settlement
of any such claim, loss, damage, liability, or action if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld or delayed); and provided further, that the Company will
not be liable in any such case to the extent that any such claim, loss, damage
or liability arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company by an instrument duly executed
by Holder r specifically for use therein.

         (ii) Holder will indemnify the Company, each of its directors and
officers, and each person who controls the Company within the meaning of the
Act, against all claims, losses, expenses, damages and liabilities (or actions
in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in the Registration Statement and
any post-effective amendment thereto and any prospectus or other document
incident thereto and any registration or qualification materials filed under any
applicable state securities or blue sky law, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Company, such directors, officers, partners, and persons for any reasonable
legal or any other expenses incurred in connection with investigating, defending
or settling any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement, prospectus, or other document in reliance upon and in conformity with
written information furnished to the Company by an instrument duly executed by
Holder specifically for use therein; provided, however, that the indemnity
agreement contained in this Section 6(c)(ii) shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of Holder, (which consent shall not
be unreasonably withheld or delayed); and provided further, that the total
amount for which Holder shall be liable under this Section 6(c)(ii)) shall not
in any event exceed the aggregate proceeds received by Holder from the sale of
Warrant Shares pursuant to such registration.

         (iii) Each party entitled to indemnification under this Section 6(c)
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such
party's expense; and provided further, that the
<PAGE>

failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations hereunder, unless such failure
resulted in prejudice to the Indemnifying Party; and provided further, that an
Indemnified Party (together with all other Indemnified Parties which may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the Indemnifying
Party, if representation of such Indemnified Party by the counsel retained by
the Indemnifying Party would be inappropriate due to actual or potential
differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation.

(d) Rule 144 Reporting. With a view to making available to Holder the benefits
of certain rules and regulations of the SEC which may permit the sale of the
Warrant Shares to the public without registration, the Company agrees at all
times to:

         (i)make and keep public information available, as those terms are
understood and defined in SEC Rule 144;

         (ii) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the Exchange Act; and

         (iii) so long as Holder owns the Warrant and/or any Warrant Shares, to
furnish to Holder forthwith upon request a written statement by the Company as
to its compliance with the reporting requirements of said Rule 144 and of the
Act and the Exchange Act, a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents so filed by the Company as
Holder may reasonably request in complying with any rule or regulation of the
SEC allowing Holder to sell any such securities without registration.

7.       Regulatory Restrictions

         (a)Definitions. For the purpose of this Section 7, the following terms
shall have the following respective meanings:

         "Affiliate" shall mean any Person directly or indirectly controlling,
controlled by or under direct or indirect common control with FSC (or other
specified Person).

         "Person" shall mean an individual, partnership, corporation, limited
liability company, association, trust, joint venture, unincorporated
organization and any government, governmental department or agency or any
political subdivision thereof.

         "Small Business Act" shall mean the Small Business Investment Act of
1958, as amended, or any successor federal statute, and the rules and
regulations of the Small Business Administration thereunder, as the same shall
be in effect from time to time.

         (b)No Person which is a bank holding company or a subsidiary of a bank
holding company (a "Bank Affiliate") as defined in the Bank Holding Company Act
of 1956, as amended, or other applicable banking laws of the United States of
America and the rules and regulations promulgated thereunder (the "Bank Holding
Company Act") shall acquire Common Stock, if, after giving effect to such
acquisition, the Bank Affiliate, together with its Affiliates, together with its
Affiliates, would own more than five percent (5%) of the outstanding voting
securities of the Company. Notwithstanding the foregoing, shares of Common Stock
may otherwise be acquired or held by FSC or any Affiliate of FSC which is a
Small Business Investment Company consistent with and subject to the limitations
<PAGE>

contained in the Small Business Act and, to the extent not inconsistent with the
Bank Holding Company Act, shares of Common Stock may be acquired in the event
that:

         (i) the Company shall vote to merge or consolidate with or into any
other Person and after giving effect to such merger or consolidation FSC or
Affiliate of FSC would not own more than five percent (5%) of the outstanding
voting securities of the surviving corporation; or

         (ii) the Registration Statement is effective.

8. Representations and Warranties of the Company. The Company represents and
warrants to the Holder as follows:

         (a) Organization and Good Standing. The Company is duly organized and
existing as a corporation in good standing ion the State of Delaware and is duly
qualified as a foreign corporation and authorized to do business in all other
jurisdictions in which the nature of its business or property makes such
qualification necessary. The Company has the corporate power to own its
properties and to carry on its business as now conducted or as proposed to be
conducted.

         (b) Authorization. The execution, delivery and performance by the
Company of this Warrant (including without limitation the provisions of Section
6 above) and the issuance and sale by the Company of the Warrant Shares
hereunder (a) are within the Company's corporate power and authority, (b) have
been duly authorized by all necessary corporate action and (c) do not conflict
with or result in any breach of any provision of, or the creation of any lien
upon any of the property of the Company or any law, regulation, order, judgment,
writ, injunction, license, permit, agreement or instrument applicable to the
Company.

         (c) The execution and delivery of this Warrant and the issuance and
sale by the Company of the Warrant Shares hereunder will result in legally
binding obligations of the Company enforceable against the Company in accordance
with the terms hereof except to the extent that (a) such enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors' rights and (b)
the availability of the remedy of specific performance or in injunctive or other
equitable relief is subject to the discretion of the court before which any
proceeding therefore may be brought.

      7. Warrant Holder Not Shareholder. Except as otherwise provided herein,
this Warrant does not confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a shareholder, prior
to the exercise hereof.

      8. Communication. No notice or other communication under this Warrant
shall be effective unless the same is in writing and is mailed by certified
mail, return receipt requested, overnight delivery service, or sent by
facsimile, addressed to:

         (a) the Company at 1000 Winter Street, Waltham, Massachusetts 02451, or
such other address as the Company has designated in writing to the Holder, with
a copy to David A. Broadwin, Esq., Foley, Hoag & Eliot LLP, One Post Office
Square, Boston, Massachusetts 02109, or

         (b) the Holder at 100 Federal Street, Boston, MA 02110, or such other
address as the Holder has designated in writing to the Company, with a copy to
David S. Berman, Esq., Riemer & Braunstein LLP, Three Center Plaza, Boston, MA
02108.

         Any notice given hereunder shall be effective upon the earlier of (i)
receipt, or (ii) a date three days from the date of mailing.

         9. Headings. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof
<PAGE>


         10.Applicable Law. This Warrant shall be governed by and construed in
accordance with the law of The Commonwealth of Massachusetts without giving
effect to the principles of conflicts of law thereof.



                                      * * *


<PAGE>

         IN WITNESS WHEREOF, DYNAGEN, INC. has caused this Warrant to be
executed and delivered on the date specified above by the duly authorized
representative of the Company.

ATTEST:                                     DYNAGEN, INC.


                                            By: /s/ Dhananjay Wadekar
---------------------------                     -----------------------
                                                Dhananjay Wadekar
                                                Executive Vice President



                                  SUBSCRIPTION

         The undersigned, _______________________________________, pursuant to
the provisions of the foregoing Warrant, hereby agrees to subscribe for the
purchase of ________ shares of the Common Stock of DYNAGEN, INC. covered by said
Warrant, and makes payment therefor in full at the price per share provided by
said Warrant.

Dated:____________________________  Signature:_________________________________

Address:__________________________


                       ==================================


                                   ASSIGNMENT

         FOR VALUE RECEIVED ___________________________ hereby sells, assigns
and transfers unto ______________________________ the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of
DYNAGEN, INC..

Dated:____________________________  Signature:_________________________________

Address:__________________________


                       ==================================


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers
unto ___________________________ the right to purchase _________ shares of the
Common Stock of DYNAGEN, INC. by the foregoing Warrant, and a proportionate part
of said Warrant and the rights evidenced hereby, and does irrevocably constitute
and appoint ___________________________________, attorney, to transfer that part
of said Warrant on the books of DYNAGEN, INC.

Dated:____________________________  Signature:_________________________________

Address:__________________________

<PAGE>

                              NET ISSUANCE ELECTION

         The undersigned, _______________________________, pursuant to the
provisions of the foregoing Warrant, hereby tenders the right to purchase _____
shares of the Common Stock of DYNAGEN, INC., and a proportionate part of said
Warrant and the rights evidenced thereby, in exchange for a number of shares of
said Common Stock to be computed in accordance with the provisions of Section 1
(b) of said Warrant.

Dated:____________________________  Signature:_________________________________

Address:__________________________


                       ==================================