THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE
            HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN
                     THIS WARRANT EXCEPT AS HEREIN PROVIDED.

               VOID AFTER 5:00 P.M. EASTERN TIME, __________  , 2002

                                 FORM OF WARRANT

                               For the Purchase of

                        __________ Shares of Common Stock

                                       of

                       AMERICAN BIOGENETIC SCIENCES, INC.


1.       Warrant.

         THIS  CERTIFIES  THAT, in  consideration  of _______ and other good and
valuable consideration,  duly paid by or on behalf of __________ ("Holder"),  as
registered  owner  of  this  Warrant,  to  American  Biogenetic  Sciences,  Inc.
("Company"),  Holder is  entitled,  at any time or from time to time at or after
the  dates  set  forth  in  the  vesting   schedule  set  forth  below  (each  a
"Commencement Date"), and at or before 5:00 p.m., Eastern Time __________,  2002
("Expiration Date"), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to _____________________________________________________
shares  of  Class  A  Common  Stock  of the  Company  ("Common  Stock").  If the
Expiration Date is a day on which banking  institutions are authorized by law to
close,  then this Warrant may be exercised on the next  succeeding  day which is
not such a day in accordance with the terms herein.  During the period ending on
the  Expiration  Date,  the  Company  agrees not to take any  action  that would
terminate  the Warrant.  This Warrant is  initially  exercisable  at a price per
share of Common Stock as follows:  _______  with  respect to ________  shares of
Common Stock,  _______ with respect to _______  shares of Common  Stock,  and of
______ with respect to ______ shares of Common Stock;  provided,  however,  that
upon the  occurrence  of any of the events  specified  in Section 6 hereof,  the
rights granted by this Warrant,  including the applicable exercise price and the
number of shares of Common  Stock to be received  upon such  exercise,  shall be
adjusted as therein specified.  The term "Exercise Price" shall mean the initial
applicable exercise price or the adjusted  applicable exercise price,  depending
on the context, of a share of Common Stock. The term "Securities" shall mean the
shares of Common Stock issuable upon exercise of this Warrant.

         This Warrant shall be exercisable in three installments as follows: (i)
this Warrant  insofar as it represents  the right to purchase  _______ shares at
____ per share shall be  exercisable  as of the date  hereof;  (ii) this Warrant
insofar as it  represents  the right to  purchase  _______  shares at ______ per
share  shall  become  exercisable,  subject to the  further  provisions  of this
paragraph,  on the seventh month anniversary of the date hereof;  and (iii) this
Warrant insofar as it represents the right to purchase _______ shares at _______
per share shall become  exercisable,  subject to the further  provisions of this
paragraph,  on the  thirteenth  month  anniversary  of the date hereof.  Once an
installment shall become exercisable, it shall be deemed vested and fully earned
and may not


<PAGE>

be terminated  prior to the Expiration  Date. This Warrant is one of a series of
similar  Warrants  representing  the right to purchase in the aggregate ________
shares  of Common  Stock and has been  issued  in  connection  with a  Financial
Advisory  Agreement,  dated as of August 13, 1998,  between the Company and M.H.
Meyerson & Co., Inc. ("MHM"). That agreement provides that either the Company or
MHM may terminate the engagement by the Company of MHM thereunder  upon 30 days'
prior written  notice.  If that  agreement is terminated by either party,  then,
effective upon such termination,  all installments  under this Warrant that have
not yet become  exercisable as of the effective date of such termination,  shall
expire and shall become null and void. Such termination,  however, shall have no
effect on that  portion of the Warrant  that has become  exercisable  and vested
prior to the termination of such agreement.

2.       Exercise.

         2.1 Exercise Form. In order to exercise this Warrant, the exercise form
attached  hereto  must be duly  executed  and  completed  and  delivered  to the
Company,  together  with this Warrant and payment of the Exercise  Price for the
Securities being purchased.  If the subscription rights represented hereby shall
not be exercised at or before 5:00 p.m.,  Eastern time, on the Expiration  Date,
this Warrant shall become and be void without  further force or effect,  and all
rights represented hereby shall cease and expire.

         2.2  Legend.  Each  certificate  for  Securities  purchased  under this
Warrant  shall  bear a legend  as  follows,  unless  such  Securities  have been
registered under the Securities Act of 1933, as amended ("Act"):

         "The  securities   represented  by  this   certificate  have  not  been
         registered  under the  Securities  Act of 1933,  as amended  ("Act") or
         applicable  state law. The securities may not be offered for sale, sold
         or otherwise  transferred except pursuant to an effective  registration
         statement under the Act, or pursuant to an exemption from  registration
         under the Act and applicable state law."

         2.3      Conversion Right.

                  2.3.1  Determination of Amount.  In lieu of the payment of the
Exercise Price in cash, the Holder shall have the right (but not the obligation)
to convert any portion of this Warrant that has become exercisable,  in whole or
in part, into Common Stock ("Conversion  Right"),  as follows:  upon exercise of
the Conversion  Right,  the Company shall deliver to the Holder (without payment
by the  Holder of any of the  Exercise  Price)  that  number of shares of Common
Stock equal to the  quotient  obtained  by dividing  (x) the "Value" (as defined
below) of the portion of the Warrant being  converted at the time the Conversion
Right is  exercised by (y) the Market  Price.  The "Value" of the portion of the
Warrant being converted shall equal the remainder  derived from  subtracting (a)
the Exercise Price multiplied by the number of shares of Common Stock underlying
the  portion of the Warrant  being  converted  from (b) the Market  Price of the
Common Stock  multiplied by the number of shares of Common Stock  underlying the
portion of the Warrant being converted.  As used herein, the term "Market Price"
at any date  shall be deemed to be the last  reported  sale  price of the Common
Stock on such date,  or, in case no such  reported sale takes place on such day,
the average of the last reported sale prices for the immediately preceding three
trading days, in either case as officially reported by the principal  securities
exchange on which the Common Stock is listed or admitted to trading,  or, if the
Common  Stock is not listed or  admitted to trading on any  national  securities
exchange or if any such  exchange on which the Common Stock is listed is not its
principal trading market, the


<PAGE>



last reported sale price as furnished by the National  Association of Securities
Dealers,  Inc.  ("NASD")  through the Nasdaq National Market or SmallCap Market,
or, if applicable,  the OTC Bulletin Board, or if the Common Stock is not listed
or admitted to trading on any of the foregoing markets, or similar organization,
as  determined  in good faith by  resolution  of the Board of  Directors  of the
Company, based on the best information available to it.

                  2.3.2 Exercise of Conversion  Right.  The Conversion Right may
be exercised by the Holder on any business day on or after the Commencement Date
with respect to that  portion of the Warrant to be converted  and not later than
the Expiration Date by delivering the Warrant with a duly executed exercise form
attached hereto with the conversion section completed to the Company, exercising
the  Conversion  Right and specifying the total number of shares of Common Stock
the Holder will purchase pursuant to such conversion.

3.       Transfer.

         3.1 General Restrictions. The registered Holder of this Warrant, by its
acceptance  hereof,  agrees  that  it will  not  sell,  transfer  or  assign  or
hypothecate  this Warrant to anyone except upon compliance  with, or pursuant to
exemptions  from,  applicable  securities  laws.  In order to make any permitted
assignment,  the Holder must deliver to the Company the assignment form attached
hereto duly  executed and  completed,  together with this Warrant and payment of
all transfer taxes, if any, payable in connection  therewith.  The Company shall
immediately  transfer this Warrant on the books of the Company and shall execute
and  deliver  a new  Warrant  or  Warrants  of  like  tenor  to the  appropriate
assignee(s)  expressly  evidencing the right to purchase the aggregate number of
shares of Common Stock  purchasable  hereunder or such portion of such number as
shall be contemplated by any such assignment.

         3.2  Restrictions  Imposed by the Securities  Act. This Warrant and the
Securities underlying this Warrant shall not be transferred unless and until (i)
the  Company  has  received  the  opinion  of counsel  for the Holder  that such
securities may be sold pursuant to an exemption from registration under the Act,
and  applicable  state law,  the  availability  of which is  established  to the
reasonable  satisfaction  of  the  Company,  or  (ii) a  registration  statement
relating to such Securities has been filed by the Company and declared effective
by the Securities and Exchange  Commission and compliance with applicable  state
law.

4.       New Warrants to be Issued.

         4.1  Partial  Exercise  or  Transfer.  Subject to the  restrictions  in
Section 3 hereof, this Warrant may be exercised or assigned in whole or in part.
In the event of the exercise or assignment  hereof in part only,  upon surrender
of this Warrant for  cancellation,  together with the duly executed  exercise or
assignment  form and  funds (or  conversion  equivalent)  sufficient  to pay any
Exercise  Price and/or  transfer tax, the Company shall cause to be delivered to
the Holder  without  charge a new  Warrant of like tenor to this  Warrant in the
name of the Holder  evidencing the right of the Holder to purchase the aggregate
number of shares of Common Stock and Warrants purchasable  hereunder as to which
this Warrant has not been exercised or assigned.

         4.2  Lost  Certificate.   Upon  receipt  by  the  Company  of  evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
and of reasonably  satisfactory  indemnification,  the Company shall execute and
deliver a new Warrant of like tenor and date. Any such new Warrant  executed and
delivered  as a result of such loss,  theft,  mutilation  or  destruction  shall
constitute a substitute contractual obligation on the part of the Company.

                                        3

<PAGE>



5.       Registration Rights.

         5.1      Demand Registration.

                  5.1.1  Grant  of  Right.  The  Company,  upon  written  demand
("Initial  Demand  Notice")  of the  Holder(s)  of at least 51% of the  Warrants
comprising this series of similar warrants and/or the 400,000  underlying shares
of Common Stock ("Majority Holders"), agrees to register on one occasion, all or
any portion of the Warrants  requested  by the  Majority  Holders in the Initial
Demand Notice and all of the Common Stock underlying the Warrants  (collectively
the  "Registrable  Securities").  On such  occasion,  the  Company  will  file a
Registration  Statement  covering the Registrable  Securities within thirty days
after receipt of the Initial Demand Notice and use its best efforts to have such
registration  statement declared effective promptly  thereafter.  If the Company
fails to comply with the provisions of this Section 5.1.1, the Company shall, in
addition to any other equitable or other relief  available to the Holder(s),  be
liable for any and all incidental,  special and consequential  damages sustained
by the Holder(s).  The demand for  registration may be made at any time during a
period of six years  commencing  on the date hereof.  The Company  covenants and
agrees to give written notice of its receipt of any Initial Demand Notice by any
Holder(s) to all other registered Holders of the Warrants and/or the Registrable
Securities  within  ten days from the date of the  receipt  of any such  Initial
Demand Notice.

                  5.1.2  Terms.  The  Company  shall bear all fees and  expenses
attendant to registering the Registrable  Securities,  including all filing fees
payable to the National Association of Securities Dealers,  Inc. but the Holders
shall pay any and all  underwriting  commissions  and the  expenses of any legal
counsel selected by the Holders to represent them in connection with the sale of
the Registrable Securities.  The Company agrees to use its best efforts to cause
the  filing  required  herein to become  effective  promptly  and to  qualify or
register the Registrable  Securities in such states as are reasonably  requested
by the  Holder(s);  provided,  however,  that in no event  shall the  Company be
required  to  register  the  Registrable  Securities  in a state in  which  such
registration  would cause (i) the Company to be obligated to register or license
to do business in such state, or (ii) the principal  stockholders of the Company
to be  obligated to escrow  their  shares of capital  stock of the Company.  The
Company  shall cause any  registration  statement  filed  pursuant to the demand
rights  granted  under  Section  5.1.1  to  remain  effective  until  all of the
Registrable  Securities covered by such registration statement have been sold or
are eligible for resale without restriction pursuant to Rule 144(k).


         5.2      "Piggy-Back" Registration.

                  5.2.1 Grant of Right.  The Holder of this  Warrant  shall have
the right for a period of six years commencing on January 1, 1999 to include the
Registrable  Securities as part of any  registration of securities  filed by the
Company (other than in connection with a transaction contemplated by Rule 145(a)
promulgated  under  the Act or  pursuant  to Form S-8 or any  equivalent  form);
provided,  however,  that if, in the written  opinion of the Company's  managing
underwriter or underwriters, if any, for such offering (the "Underwriter"),  the
inclusion of the  Registrable  Securities,  when added to the  securities  being
registered by the Company or the selling stockholder(s), will exceed the maximum
amount  of the  Company's  securities  which  can  be  marketed  (i) at a  price
reasonably  related  to  their  then  current  market  value,  or  (ii)  without
materially  and  adversely  affecting  the entire  offering,  the Company  shall
nevertheless register all or any portion of the Registrable  Securities required
to be so registered but such Registrable

                                        4

<PAGE>



Securities shall not be sold by the Holders until 90 days after the registration
statement for such offering has become effective;  and provided further that, if
any securities are registered for sale on behalf of other  stockholders  in such
offering  and such  stockholders  have not  agreed to defer  such sale until the
expiration  of such 90 day period,  the number of  securities  to be sold by all
stockholders  in such  public  offering  during  such  90 day  period  shall  be
apportioned pro rata among all such selling stockholders,  including all holders
of the  Registrable  Securities,  according to the total amount of securities of
the Company  proposed to be sold by said  selling  stockholders,  including  all
holders of the Registrable Securities.

                  5.2.2  Terms.  The  Company  shall bear all fees and  expenses
attendant to registering the Registrable  Securities,  including any filing fees
payable to the National Association of Securities Dealers, Inc., but the Holders
shall pay any and all  underwriting  commissions  and the  expenses of any legal
counsel selected by the Holders to represent them in connection with the sale of
the Registrable  Securities.  In the event of such a proposed regis tration, the
Company shall  furnish the then Holders of  outstanding  Registrable  Securities
with not less than thirty days  written  notice  prior to the  proposed  date of
filing of such registration statement. Such notice to the Holders shall continue
to be given for each registration statement filed by the Company until such time
as all of the Registrable  Securities have been sold by the Holder.  The holders
of the Registrable  Securities shall exercise the  "piggy-back"  rights provided
for herein by giving  written  notice,  within twenty days of the receipt of the
Company's notice of its intention to file a registration statement.  The Company
shall cause any registration  statement filed pursuant to the above  "piggyback"
rights to remain effective until all Registrable Securities thereunder have been
sold, or are freely saleable,  without restriction,  under an exemption from the
registration requirements.  Nothing contained in this Warrant shall be construed
as requiring  any Holder to exercise  this Warrant or any part thereof  prior to
the initial filing of any registration statement or the effectiveness thereof.

         5.3      General Terms

                  5.3.1    Indemnification.

                           (a) The Company shall  indemnify the Holder(s) of the
Registrable  Securities  to be  sold  pursuant  to  any  registration  statement
hereunder and any  underwriter or person deemed to be an  underwriter  under the
Act and each  person,  if any,  who controls  such  Holders or  underwriters  or
persons deemed to be underwriters within the meaning of Section 15 of the Act or
Section  20(a) of the  Securities  Exchange Act of 1934,  as amended  ("Exchange
Act"),  against all loss,  claim,  damage,  expense or liability  (including all
reasonable   attorneys'   fees  and  other  expenses   reasonably   incurred  in
investigating, preparing or defending against any claim whatsoever) to which any
of them may become subject under the Act, the Exchange Act or otherwise, arising
from such registration statement. The Holder(s) of the Registrable Securities to
be sold  pursuant  to such  registration  statement,  and their  successors  and
assigns, shall severally,  and not jointly,  indemnify the Company,  against all
loss, claim, damage,  expense or liability (including all reasonable  attorneys'
fees and other  expenses  reasonably  incurred in  investigating,  preparing  or
defending  against any claim  whatsoever) to which they may become subject under
the Act, the Exchange Act or otherwise, arising from information furnished by or
on  behalf  of  such  Holders,  in  writing,  for  specific  inclusion  in  such
registration statement.

                           (b) If any action is brought  against a party hereto,
("Indemnified  Party") in respect of which  indemnity may be sought  against the
other party ("Indemnifying Party"), such Indemnified Party shall promptly notify
Indemnifying Party in writing of the institution of such

                                        5

<PAGE>



action and Indemnifying Party shall assume the defense of such action, including
the employment and fees of counsel  reasonably  satisfactory  to the Indemnified
Party.  Such  Indemnified  Party shall have the right to employ its or their own
counsel in any such case,  but the fees and expenses of such counsel shall be at
the expense of such Indemnified  Party unless (i) the employment of such counsel
shall have been authorized in writing by  Indemnifying  Party in connection with
the defense of such action, or (ii)  Indemnifying  Party shall not have employed
counsel to defend such action,  or (iii) such Indemnified  Party shall have been
advised by counsel that there may be one or more legal defenses  available to it
which may result in a conflict  between the Indemnified  Party and  Indemnifying
Party (in which case  Indemnifying  Party shall not have the right to direct the
defense  of such  action on behalf of the  Indemnified  Party),  in any of which
events, the reasonable fees and expenses of not more than one additional firm of
attorneys  designated  in writing  by the  Indemnified  Party  shall be borne by
Indemnifying Party.  Notwithstanding  anything to the contrary contained herein,
if Indemnified  Party shall assume the defense of such action as provided above,
Indemnifying  Party  shall not be liable for any  settlement  of any such action
effected without its written consent.

                           (c) If the indemnification or reimbursement  provided
for  hereunder  is  finally  judicially  determined  by  a  court  of  competent
jurisdiction  to be  unavailable  to  an  Indemnified  Party  (other  than  as a
consequence of a final judicial  determination of willful misconduct,  bad faith
or gross negligence of such Indemnified  Party), then Indemnifying Party agrees,
in lieu of indemnifying such Indemnified Party, to contribute to the amount paid
or payable by such Indemnified Party (i) in such proportion as is appropriate to
reflect  the  relative  benefits  received,   or  sought  to  be  received,   by
Indemnifying Party on the one hand and by such Indemnified Party on the other or
(ii) if (but only if) the allocation  provided in clause (i) of this sentence is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the  relative  benefits  referred  to in such  clause  (i) but also the
relative fault of Indemnifying  Party and of such Indemnified  Party;  provided,
however,  that in no event shall the aggregate  amount  contributed  by a Holder
exceed the profit,  if any, earned by such Holder as a result of the exercise by
him of the  Warrants  and the sale by him of the  underlying  shares  of  Common
Stock.

                           (d)  The  rights  accorded  to  Indemnified   Parties
hereunder shall be in addition to any rights that any Indemnified Party may have
at common law, by separate agreement or otherwise.

                  5.3.2 Exercise of Warrants.  Nothing contained in this Warrant
shall be construed as requiring the Holder(s) to exercise  their  Warrants prior
to  or  after  the  initial  filing  of  any   registration   statement  or  the
effectiveness thereof.

                  5.3.3  Documents  Delivered  to  Holders.  The  Company  shall
furnish to each Holder  participating  in any of the foregoing  offerings and to
each Underwriter of any such offering,  if any, a signed counterpart,  addressed
to such  Holder or  Underwriter,  of (i) an opinion  of counsel to the  Company,
dated  the  effective  date  of  such  registration   statement  (and,  if  such
registration includes an underwritten public offering, an opinion dated the date
of the closing under any underwriting  agreement  related  thereto),  and (ii) a
"cold comfort"  letter dated the effective date of such  registration  statement
(and, if such registration  includes an underwritten  public offering,  a letter
dated the date of the closing under the  underwriting  agreement)  signed by the
independent  public  accountants  who  have  issued a  report  on the  Company's
financial  statements  included  in such  registration  statement,  in each case
covering  substantially  the same  matters  with  respect  to such  registration
statement (and the prospectus included therein) and,

                                        6

<PAGE>



in the case of such  accountants'  letter,  with respect to events subsequent to
the date of such financial statements, as are customarily covered in opinions of
issuer's  counsel and in  accountants'  letters  delivered  to  underwriters  in
underwritten  public  offerings of  securities.  The Company  shall also deliver
promptly  to  each  Holder   participating   in  the  offering   requesting  the
correspondence  and memoranda  described  below and to the managing  underwriter
copies of all correspondence between the Commission and the Company, its counsel
or auditors and all memoranda relating to discussions with the Commission or its
staff with  respect to the  registration  statement  and permit  each Holder and
underwriter to do such  investigation,  upon  reasonable  advance  notice,  with
respect to information  contained in or omitted from the registration  statement
as it deems  reasonably  necessary to comply with applicable  securities laws or
rules of the NASD. Such investigation shall include access to books, records and
properties  and  opportunities  to discuss the  business of the Company with its
officers and inde pendent  auditors,  all to such reasonable  extent and at such
reasonable times and as often as any such Holder shall reasonably request.


                  5.3.4 Underwriting Agreement.  The Company shall enter into an
underwriting agreement with the managing  underwriter(s) selected by any Holders
whose Registrable  Securities are being registered pursuant to Section 5.1. Such
agreement shall be reasonably satisfactory in form and substance to the Company,
each  Holder  and  such   managing   underwriters,   and  shall   contain   such
representations, warranties and covenants by the Company and such other terms as
are  customarily  contained  in  agreements  of that type  used by the  managing
underwriter. The Holders shall be parties to any underwriting agreement relating
to an underwritten  sale of their  Securities and may, at their option,  require
that any or all the representations,  warranties and covenants of the Company to
or for  the  benefit  of  such  underwriters  shall  also be made to and for the
benefit  of such  Holders.  Such  Holders  shall  not be  required  to make  any
representations  or  warranties  to  or  agreements  with  the  Company  or  the
underwriters  except as they may relate to such Holders,  their shares and their
intended methods of distribution.

                  5.3.5  Documents to be Delivered  by  Holder(s);  Cooperation.
Each of the  Holder(s)  participating  in any of the foregoing  offerings  shall
furnish to the Company a completed  and executed  questionnaire  provided by the
Company requesting information customarily sought of selling securityholders and
shall otherwise cooperate with the Company's reasonable requests.

6.       Adjustments.

         6.1  Adjustments  to  Exercise  Price  and  Number of  Securities.  The
Exercise  Price and the number of shares of Common Stock  issuable upon exercise
of the Warrant shall be subject to adjustment  from time to time as  hereinafter
set forth:

                  6.1.1 Stock  Dividends,  Split-Ups.  If after the date hereof,
and subject to the  provisions of Section 7.2 below,  the number of  outstanding
shares of Common  Stock is increased  by a stock  dividend  payable in shares of
Common Stock or by a split-up of shares of Common Stock or other similar  event,
then, on the effective  date of such stock  dividend or split-up,  the number of
shares of Common Stock  issuable on exercise of this Warrant  shall be increased
in proportion to such increase in outstanding shares.

                  6.1.2  Aggregation  of Shares.  If after the date hereof,  and
subject to the  provisions of Section 7.2, the number of  outstanding  shares of
Common Stock is decreased by

                                        7

<PAGE>



a consolidation,  combination or  reclassification  of shares of Common Stock or
other  similar  event,  then,  upon the  effective  date of such  consolidation,
combination or  reclassification,  the number of shares of Common Stock issuable
on exercise of this Warrant shall be decreased in proportion to such decrease in
outstanding shares.


7.       Adjustments

         7.1  Adjustments  to  Exercise  Price  and  Number of  Securities.  The
Exercise Price and the number of shares of Common Stock  underlying this Warrant
shall be subject to adjustment from time to time as hereinafter set forth:

         7.1.1 Stock  Dividends -  Split-Ups.  If,  after the date  hereof,  and
subject to the provisions of Section 7.2 below, the number of outstanding shares
of Common Stock is increased by a stock  dividend on the Common Stock payable in
shares  of Common  Stock or by a  split-up  of  shares of Common  Stock or other
similar  event,  then,  on the effective  date thereof,  the number of shares of
Common  Stock  issuable  on  exercise  of this  Warrant  shall be  increased  in
proportion to such increase in outstanding shares.

         7.1.2 Aggregation of Shares.  If after the date hereof,  and subject to
the provisions of Section 6.3, the number of outstanding  shares of Common Stock
is decreased by a consolidation,  combination or  reclassification  of shares of
Common Stock or other similar event, then, upon the effective date thereof,  the
number of shares of Common Stock  issuable on exercise of this Warrant  shall be
decreased in proportion to such decrease in outstanding shares.

         7.1.3  Adjustments in Exercise Price.  Whenever the number of shares of
Common Stock  purchasable  upon the  exercise of this  Warrant is  adjusted,  as
provided in this  Section  7.1,  the  Exercise  Price shall be adjusted  (to the
nearest cent) by  multiplying  such  Exercise  Price  immediately  prior to such
adjustment  by a  fraction  (x) the  numerator  of which  shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such  adjustment,  and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.

         7.1.4  Replacement of Securities upon  Reorganization,  etc. In case of
any reclassification or reorganization of the outstanding shares of Common Stock
other than a change  covered by Section  7.1.1 or Section  7.1.2 hereof or which
solely  affects the par value of such shares of Common Stock,  or in the case of
any merger or  consolidation  of the Company  with or into  another  corporation
(other than a  consolidation  or merger in which the  Company is the  continuing
corporation and which does not result in any  reclassification or reorganization
of the  outstanding  shares  of  Common  Stock),  or in the  case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Warrant shall have the right thereafter (until the
expiration  of the  right of  exercise  of this  Warrant)  to  receive  upon the
exercise  hereof,  for the  same  aggregate  Exercise  Price  payable  hereunder
immediately prior to such event, the kind and amount of shares of stock or other
securities or property  (including cash) receivable upon such  reclassification,
reorganization,  merger or  consolidation,  or upon a dissolution  following any
such sale or other transfer, by a Holder of the number of shares of Common Stock
of the Company  obtainable  upon exercise of this Warrant  immediately  prior to
such event;  and if any  reclassification  also results in a change in shares of
Common Stock covered by Sections 7.1.1 or 7.1.2,  then such adjustment  shall be
made pursuant to Sections


                                        8

<PAGE>



7.1.1, 7.1.2, 7.1.3 and this Section 7.1.4. The provisions of this Section 7.1.4
shall similarly apply to successive reclassifications,  reorganizations, mergers
or consolidations, sales or other transfers.

         7.1.5  Changes in Form of  Warrant.  This form of  Warrant  need not be
changed  because of any change  pursuant to this  Section,  and Warrants  issued
after  such  change  may state the same  Exercise  Price and the same  number of
shares of Common  Stock and  Warrants  as are stated in the  Warrants  initially
issued pursuant to this Agreement.  The acceptance by any Holder of the issuance
of new Warrants  reflecting a required or permissive  change shall not be deemed
to waive any rights to a prior adjustment or the computation thereof.

         7.2  Elimination  of  Fractional  Interests.  The Company  shall not be
required to issue certificates  representing fractions of shares of Common Stock
upon the  exercise of this  Warrant,  nor shall it be required to issue scrip or
pay cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the  nearest  whole  number  of  shares  of  Common  Stock or other  securities,
properties or rights.

8.  Reservation  and Listing.  The Company  shall at all times  reserve and keep
available out of its authorized  shares of Common Stock,  solely for the purpose
of issuance upon exercise of this Warrant, such number of shares of Common Stock
or other securities, properties or rights as shall be issuable upon the exercise
thereof.  The Company  covenants and agrees that,  upon exercise of the Warrants
and payment of the Exercise Price therefor, all shares of Common Stock and other
securities  issuable upon such exercise shall be duly and validly issued,  fully
paid and non-assessable and not subject to preemptive rights of any stockholder.
As long as the Warrants  shall be  outstanding,  the Company  shall use its best
efforts  to cause all  shares of Common  Stock  issuable  upon  exercise  of the
Warrants to be listed (subject to official notice of issuance) on all securities
exchanges (or, if applicable on Nasdaq) on which the Common Stock is then listed
and/or quoted.

9.       Certain Notice Requirements.

         9.1 Holder's Right to Receive Notice. Nothing herein shall be construed
as conferring upon the Holders the right to vote or consent or to receive notice
as a stockholder for the election of directors or any other matter, or as having
any rights whatsoever as a stockholder of the Company.  If, however, at any time
prior to the  expiration of the Warrants and their  exercise,  any of the events
described in Section 9.2 shall occur,  then, in one or more of said events,  the
Company  shall give written  notice of such event at least fifteen days prior to
the date fixed as a record  date or the date of closing the  transfer  books for
the determination of the stockholders  entitled to such dividend,  distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify  such record date or the date of the closing of the transfer  books,  as
the case may be.

         9.2 Events Requiring Notice.  The Company shall be required to give the
notice described in this Section 9 upon one or more of the following events: (i)
if the Company  shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution, or (ii)
the Company  shall offer to all the holders of its Common  Stock any  additional
shares  of  capital  stock of the  Company  or  securities  convertible  into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor,  or (iii) a merger or reorganization in which the
Company is not the surviving


                                        9

<PAGE>



party,  or (iv) a  dissolution,  liquidation or winding up of the Company (other
than  in  connection  with  a  consolidation  or  merger)  or a  sale  of all or
substantially all of its property, assets and business shall be proposed.

         9.3 Notice of Change in Exercise  Price.  The Company  shall,  promptly
after an event  requiring a change in the Exercise  Price  pursuant to Section 6
hereof,  send notice to the Holders of such event and change  ("Price  Notice").
The Price Notice shall  describe the event  causing the change and the method of
calculating  same and  shall be  certified  as being  true and  accurate  by the
Company's President and Chief Financial Officer.

         9.4 Transmittal of Notices. All notices,  requests,  consents and other
communications  under this  Warrant  shall be in writing  and shall be deemed to
have been duly made on the date of delivery if delivered  personally  or sent by
overnight courier,  with  acknowledgment of receipt by the party to which notice
is  given,  or on the fifth  day  after  mailing  if mailed to the party to whom
notice  is  to be  given,  by  registered  or  certified  mail,  return  receipt
requested,  postage  prepaid and properly  addressed  as follows:  (i) if to the
registered Holder of this Warrant, to the address of such Holder as shown on the
books of the Company,  or (ii) if to the  Company,  to its  principal  executive
office.

10.      Miscellaneous.

         10.1 Headings.  The headings  contained herein are for the sole purpose
of  convenience  of  reference,  and shall  not in any way  limit or affect  the
meaning or interpretation of any of the terms or provisions of this Warrant.

         10.2 Entire Agreement. This Warrant (together with the other agreements
and documents  being  delivered  pursuant to or in connection with this Warrant)
constitutes  the entire  agreement  of the parties  hereto  with  respect to the
subject matter hereof, and supersedes all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter hereof.

         10.3 Binding Effect.  This Warrant shall inure solely to the benefit of
and shall be  binding  upon,  the Holder and the  Company  and their  respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable  right,  remedy or claim under or in
respect of or by virtue of this Warrant or any provisions herein contained.

         10.4 Governing Law;  Submission to Jurisdiction.  This Warrant shall be
governed by and construed  and enforced in accordance  with the law of the State
of New York,  without  giving  effect to  conflict of laws.  The Company  hereby
agrees  that any  action,  proceeding  or claim  against it  arising  out of, or
relating in any way to this Warrant  shall be brought and enforced in the courts
of the State of New York or of the  United  States of America  for the  Southern
District  of New York,  and  irrevocably  submits  to such  jurisdiction,  which
jurisdiction shall be exclusive. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any
process or summons to be served upon the Company may be served by transmitting a
copy thereof by registered or certified mail, return receipt requested,  postage
prepaid,  addressed  to it at the  address  set forth in Section 8 hereof.  Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company  in any  action,  proceeding  or  claim.  The  Company  agrees  that the
prevailing  party(ies)  in any such action shall be entitled to recover from the
other party(ies) all of its reasonable attorneys' fees

                                       10

<PAGE>



and expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor.

         10.5  Waiver,  Etc.  The failure of the Company or the Holder to at any
time  enforce  any of the  provisions  of this  Warrant  shall  not be deemed or
construed  to be a waiver of any such  provision,  nor to in any way  affect the
validity of this Warrant or any provision  hereof or the right of the Company or
any Holder to thereafter  enforce each and every  provision of this Warrant.  No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions
of this  Warrant  shall be  effective  unless set forth in a written  instrument
executed  by the party or  parties  against  whom or which  enforcement  of such
waiver  is  sought;  and  no  waiver  of  any  such  breach,  non-compliance  or
non-fulfillment  shall be  construed  or  deemed  to be a waiver of any other or
subsequent breach, non-compliance or non-fulfillment.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer as of the 13th day of August, 1998.

                                     AMERICAN BIOGENETIC, SCIENCES, INC.



                                     By:                                        
                                          Print Name:
                                          Print Title:


                                       11

<PAGE>



Form to be used to exercise Warrant:

American Biogenetic Sciences, Inc.
1275 Akron Street
Copaigue, New York  11726

Date:  _____________________, 19___

                  The  undersigned  hereby  elects  irrevocably  to exercise the
within   Warrant  and  to   purchase   ________   shares  of  Common   Stock  of
_________________________ and hereby makes payment of $____________ (at the rate
of  $_________  per share of Common  Stock) in  payment  of the  Exercise  Price
pursuant  thereto.  Please  issue the Common  Stock as to which this  Warrant is
exercised in accordance with the instructions given below.


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


---------------------------
Signature Guaranteed

                  NOTICE:  The signature to this form must  correspond  with the
name as written upon the face of the within Warrant in every particular  without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank,  other than a savings  bank,  or by a trust  company  or by a firm  having
membership on a registered national securities exchange.

                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name              ________________________________________________________
                                            (Print in Block Letters)


Address           ________________________________________________________
Form to be used to assign Warrant:




                                       12

<PAGE>


                                   ASSIGNMENT


                  (To be executed by the registered  Holder to effect a transfer
of the within Warrant):

                  FOR  VALUE  RECEIVED,   ________________________________  does
hereby sell,  assign and  transfer  unto  _________________________________  the
right   to   purchase   _____________________   shares   of   Common   Stock  of
_________________________________  ("Company")  evidenced by the within  Warrant
and does hereby authorize the Company to transfer such right on the books of the
Company.


Dated:____________________, 19___



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






                  NOTICE:  The signature to this form must  correspond  with the
name as written upon the face of the within Warrant in every particular  without
alteration or enlargement or any change whatsoever.


                                       13
<PAGE>

                                   Schedule 1


                                           Number of
Name                                        Warrants
----                                        --------
Jeffrey Berg                                   2,000
Ronald I. Heller                             112,200
Martan & Co.                                 149,600
David Nagelberg                              112,200
Michael Silvestri                             20,000
Eugene Whitehouse                              4,000
                                  TOTAL      400,000


<PAGE>