EXHIBIT 10.45

                                    IMPORTANT

Please fill in the boxes accurately and clearly. Inaccuracies at the application
stage may cause considerable delays in the issuance of acknowledgements, share
certificates and general correspondence. thank you for your attention

1.  SUBSCRIBER(S) FULL NAME(S)
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2.  SUBSCRIBER(S) FULL ADDRESS
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Optional contact details:
Phone:                                  Fax:
Email:
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3.  ADDRESS FOR FUTURE CORRESPONDENCE IF DIFFERENT FROM BOX 2.
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4.  ADDRESS TO WHICH SHARE CERTIFICATES SHOULD BE MAILED OR SAME AS BOX 2 OR 3.

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5.  SHAREHOLDER'S NAME(S) EXACTLY AS IT/THEY SHOULD APPEAR ON THE SHARE
    CERTIFICATE

NOTE: Remember to take into consideration, if applicable, joint names, pension
funds, limited or offshore companies. US investors should also give thought to
401K, IRA and IRS reference codes.

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6.    MAILING ADDRESS FOR DIVIDEND PAYMENTS OR SAME AS BOX 2, 3 OR 4.
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<PAGE>

                             SUBSCRIPTION AGREEMENT


     THIS AGREEMENT, made and entered into as of the ________ day of
____________________ 2002, by and between the undersigned investor (the
"Purchaser") and BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC. of 9055 Huntcliff
Trace, Atlanta, GA 30350, a Nevada registered corporation (the "Company").

                              W I T N E S S E T H:

     WHEREAS, the Company has authorized the issuance of Units (the "Units" or
"Unit") at a price of five thousand dollars ($5,000) per Unit; and

     WHEREAS, the Purchaser desires to purchase from the Company, and the
Company desires to sell to the Purchaser, a Subscription of _______________
Units at a price of five thousand dollars ($5,000) per Unit.

     NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency whereof is hereby acknowledged, the parties agree as
follows:

     1. Acknowledgement by the Purchaser. THE PURCHASE OF THE UNITS AND
UNDERLYING SECURITIES OFFERED HEREBY (THE "SECURITIES") INVOLVES A HIGH DEGREE
OF RISK. THE PURCHASER ACKNOWLEDGES THAT HE IS ACQUIRING THE SECURITIES AFTER
ADEQUATE INVESTIGATION OF THE PROSPECTS OF THE COMPANY. THE PURCHASER FURTHER
ACKNOWLEDGES THAT HE IS NOT RELYING UPON THE ACCURACY OF ANY PREDICTIONS AS TO
THE FUTURE GROWTH, PROSPECTS OR DEVELOPMENT OF THE COMPANY.

     2. Description of Securities. The Company has authorized the issuance of
Units for sale to certain select Accredited Investors (as that term is defined)
in a private placement ("Private Placement" or "Offering") at a price of five
thousand dollars ($5,000) per Unit. Each Unit to be issued pursuant to this
Subscription Agreement is comprised of ordinary shares of common stock
("Shares") and warrants ("Warrant(s)") (together "Securities") as follows:

     2.1  Seven thousand five hundred (7,500) Shares, par value $0.01 per share;
          and,

     2.2  One Warrant defined as Common Stock Purchase Warrant Series December
          31, 2006 comprising:

          2.2.1 Warrant "A" exercisable to purchase two thousand five hundred
          (2,500) Shares on or before the date and at the price set forth in
          Table 1 of 2.8 hereof; and,

          2.2.2 Warrant "B" exercisable to purchase two thousand five hundred
          (2,500) Shares on or before the date and at the price set forth in
          Table 1 of 2.8 hereof; and,

          2.2.3 Warrant "C" exercisable to purchase two thousand five hundred
          (2,500) Shares on or before the date and at the price set forth in
          Table 1 of 2.8 hereof; and,


                                      -2-
<PAGE>

          2.2.4 Warrant "D" exercisable to purchase two thousand five hundred
          (2,500) Shares on or before the date and at the price set forth in
          Table 1 of 2.8 hereof; and,

          2.2.5 Warrant "E" exercisable to purchase two thousand five hundred
          (2,500) Shares on or before the date and at the price set forth in
          Table 1 of 2.8 hereof; and,

          2.2.6 Warrant "F" exercisable to purchase two thousand five hundred
          (2,500) Shares on or before the date and at the price set forth in
          Table 1 of 2.8 hereof.

     2.8  TABLE 1 Common Stock Purchase Warrant Series December 31, 2006

--------------------------------------------------------------------------------
 Warrant   Exercise on     Exercise    Shares Per    Effective        Early
            or before     Price Per      Warrant     Price Per     Termination
                           Warrant                     Share          Price
                              $                          $              $
--------------------------------------------------------------------------------
"A"       December 31,           2,500       2,500          1.00            1.50
          2006
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"B"       December 31,           3,750       2,500          1.50            2.25
          2006
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"C"       December 31,           5,000       2,500          2.00            3.00
          2006
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"D"       December 31,           6,250       2,500          2.50            3.75
          2006
--------------------------------------------------------------------------------
"E"       December 31,          12,500       2,500          5.00            7.50
          2006
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"F"       December 31,          25,000       2,500         10.00           15.00
          2006
--------------------------------------------------------------------------------

     3.   Exercise of Warrant(s) and Early Termination Price

     3.1  Subject to the provisions of 3.2 hereof, the Purchaser may exercise
          any or all Warrants at any time on or before December 31, 2006 by
          submitting to the Company the appropriate Warrant Exercise Form as
          attached hereto duly completed and accompanied by payment in full for
          the Warrant(s) being exercised.

     3.2  In the event that the volume weighted average trading price of the
          Company's Shares is greater than or equal to the price per share (the
          "Early Termination Price" see Table 1 of 2.8) for any period of at
          least 10 consecutive trading days, the Company will have the right to
          serve notice (the "Notice of Early Termination Price") on the
          Purchaser granting the Purchaser a period of 10 trading days from the
          date upon which the Notice of Early Termination Price is served in
          which to exercise any remaining Warrants exercisable at a price below
          the prevailing Early Termination Price. The Notice of Early
          Termination Price shall be served by overnight mail and or by
          facsimile and shall be deemed to have been served two working days
          from the date upon which it was sent by the Company. Any Warrants
          remaining unexercised at the end of such 10-day exercise period will
          be cancelled forthwith and without further notice and will be of no
          further force or effect. The Company shall not be held liable on any
          account whatsoever for the failure of the Recipient for no or any
          reason to act upon the Notice of Early Termination Price.


                                      -3-
<PAGE>

     4. Sale and Purchase of Securities. Subject to the terms and conditions
hereof, the Company has sold to the Purchaser, and the Purchaser has purchased
from the Company a subscription of _______________ Units at a price of five
thousand dollars ($5,000) per Unit. The Company has advised the Purchaser that
prior to, concurrently with, or subsequent to the execution and delivery of this
Agreement ("Subscription Agreement"), it may be executing and delivering
substantially identical agreements ("Other Agreements") with other purchasers
("Other Purchasers") providing for the purchase of Units by Other Purchasers.

     5. Subscriptions and Closing.

          5.1 Method of Subscription. The Purchaser herewith executes and
deposits this Subscription Agreement with the Company. The Company acknowledges
that it has received the Purchaser's subscription by way of telegraphic transfer
to the account of BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC, c/o Bank of
America, 8755 Roswell Road, Atlanta, GA 30350 ABA # 061000052, Account
#003261231908, (or by check to 9055 Huntcliff Trace, Atlanta, GA 30350) in the
amount of Dollars ($ ) for the subscription of Units being purchased hereby.

          5.2 Closing. The Private Placement will terminate on the later of
January 31, 2002, or upon the sale of a minimum of 300 Units, at the sole
discretion of the Company. The consummation of each sale of Securities hereunder
(the "Closing") will take place at a location designated by the Company, at
which time the Company will deliver to each Purchaser who is purchasing
Securities at such Closing (i) a fully executed counterpart of the Subscription
Agreement, (ii) certificates for the Units and underlying securities being
purchased thereby, registered in the name of the Purchaser.

     6. Acknowledgements. The Purchaser hereby agrees and acknowledges as
follows:

          6.1 The Purchaser agrees not to transfer or assign this Subscription
Agreement or any interest herein, and agrees not to transfer or assign the
Securities except in accordance with the Company's Bylaws and Articles of
Incorporation and all applicable laws.

          6.2 Except as may be expressly provided otherwise under the securities
laws of the Purchaser's state of residence, the Purchaser agrees that this
subscription is and shall be irrevocable, and acknowledges that it may not
cancel, terminate or otherwise revoke this Subscription Agreement and that it
shall survive the Purchaser's death or disability.

          6.3 No federal or state agency has made any finding or determination
as to the fairness of the offering of the Securities for public investment, or
any recommendation or endorsement of the Securities.

          6.4 Any tax effects which may be expected by the Company are not
susceptible to prediction, and audit adjustments to Company income tax returns,
new rulings of the Internal Revenue Service, court decisions or legislative
changes may have an adverse effect on one or more of the tax consequences sought
by the Company.


                                      -4-
<PAGE>

          6.5 The Securities have not been registered under the Act and the
Purchaser must bear the economic risk of the investment indefinitely because the
Securities may not be sold unless subsequently registered under said Act or an
exemption from such registration is available; that such registration under said
Act and may not be at any time in the future; that the Company is not obligated
to file a notification under Regulation A of said Act or a registration
statement under said Act or under the securities laws of any state; and that the
provisions of Rule 144 under said act are not available to permit resales of the
Securities and, due to the nature of the business of the Company, it is unlikely
that the conditions necessary to permit routine sales of the Securities under
Rule 144 will ever be satisfied and, if Rule 144 should become available,
routine sales made in reliance upon its provisions could be made only in limited
amounts and in accordance with the terms and conditions of the Rule, and that in
connection with sales of the Securities for which Rule 144 is not available,
compliance with Regulation A or some other registration exemption will be
required, and the Company has not covenanted to take any action necessary to
make such Rules or any exemption for sale of the Securities without registration
available.

          6.6 Notwithstanding the provisions of 6.5 hereof, the Company will use
its reasonable best efforts to file with the Securities and Exchange Commission
(the "Commission") no later than March 31, 2002 a registration statement on Form
S-3 (or, if the Company is not then S-3 eligible, on such other registration
form as it then is eligible to use) (a "Registration Statement") providing for
the registration for resale, under the Securities Act, of the Shares included in
the Units and the Shares issuable upon exercise of Warrants. The Company will
use its reasonable best efforts to cause such registration statement to be
declared effective as promptly as practicable following filing and to maintain
the effectiveness of such registration statement for a period of 24 months from
the date the registration statement is declared effective or until all
Purchasers can sell their shares under Rule 144 without volume restrictions,
whichever shall occur first. In the event the Registration Statement has not
been declared effective by the Commission by September 30, 2002, the Company
shall issue to each Purchaser a Unit equal to one-tenth of the Units they
purchased in the Offering and every 30 days thereafter, subject to a maximum of
nine tenths of the initial subscription, shall issue an additional one-tenth of
the Units purchased by such Purchaser in the Offering until the Registration
Statement is declared effective. All costs associated with the preparation,
filing, printing and maintaining the effectiveness of the Registration Statement
will be borne by the Company; provided, however, the Company shall not be
responsible for any fees or expenses incurred by the Purchaser's legal counsel
or for any underwriting discounts, commissions or similar amounts payable by any
Purchaser in connection with the sale of his, her or its Shares. The Company
will use its best efforts to obtain a listing for the Common Stock Purchase
Warrant Series December 31, 2006 on a recognized stock exchange.

          6.7 The Securities are subject to the particular investment
restrictions and conditions of applicable state securities laws.

7.   Representations, Warranties and Covenants of the Company.

          7.1 Organization Good Standing and Authority. The company is a
corporation


                                      -5-
<PAGE>

duly organized, validly existing and in good standing under THE LAWS OF THE
STATE OF NEVADA, and has all requisite power and authority to conduct its
business as it is now conducted or proposed to be conducted, to enter into this
Agreement and to carry out the provisions of this Agreement, including the
issuance and sale of the Securities.

          7.2 Capitalization. The Company is authorized to issue six hundred
(600) Units and seventy-five million (75,000,000) ordinary shares of common
stock. Prior to the Offering, no Units have been issued to the present
Shareholders of the Company. Prior to the Offering forty-five million eight
hundred and sixty-one thousand eight hundred and seventy-seven (45,861,877)
Ordinary Shares have been issued and are outstanding. The Company's Ordinary
Shares are quoted on the Over-the-Counter Bulletin Board Market (Symbol: BPRG)
administered by the National Association of Securities Dealers. As of January 4,
2002 the closing inside bid price of the Company's Ordinary Shares was $0.61 per
share. In the period January 1, 2001 to December 31, 2001 the Company's Ordinary
Shares traded in the price range of $0.33 per share to $2.88 per share. As of
December 31, 2001 fourteen million and six thousand three hundred and fifteen
(14,006,315) Ordinary Shares were registered and free trading, all other
ordinary Shares were restricted under Rule 144. Six hundred (600) Units are
being offered pursuant to this Offering, which, if and when fully subscribed
would increase the number of Ordinary Shares outstanding by an amount between
four million five hundred thousand (if no warrants are exercised) and thirteen
million five hundred thousand (13,500,000) if all warrants are exercised. The
Units and underlying securities, when issued and sold in accordance with the
terms and conditions of this Agreement, will be duly authorized, validly issued,
fully paid and non-assessable.

          7.3 Corporate Action. All corporate action and all necessary or
appropriate approvals and consents for the due execution, delivery and
performance of this Agreement, including the creation, issuance and sale of the
Units and underlying securities, have been duly and validly obtained or taken.
This Agreement and each other document delivered in connection herewith
constitutes a legal, valid and binding obligation of the Company, enforceable in
accordance with its terms. The execution and delivery of this Agreement and each
other document delivered in connection herewith and compliance with the
provisions hereof and thereof, will not conflict with or constitute a breach of
or default under the Company's Articles of Incorporation or any other agreement,
arrangements or instrument to which the Company is a party or by which its
properties or assets are bound.

          7.4 Litigation. There is no claim, action, suit, proceeding,
arbitration, inquiry or investigation pending or threatened by or against the
Company in any court of law or in equity, before any governmental authority or
administrative agency, or before any arbitration panel and, to the best of the
Company's knowledge, no basis exists therefore.

          7.5 Survival. All representations and warranties of the Company
contained in this Agreement or made by or on behalf of the Company in writing in
connection with the transactions contemplated herein will survive consummation
of the transactions contemplated by this Agreement. All statements contained in
any certificate or other instrument delivered by or on behalf of the Company
pursuant hereto or in connection with the transactions contemplated herein shall
constitute representations and warranties by the Company hereunder.


                                      -6-
<PAGE>

          7.6 Financial Statements. The Company is a full reporting company
filing quarterly and annual reports with the SEC and published on the EDGAR
database and at the date hereof is current with all filings up to and including
the period ended September 30, 2001. Notwithstanding the foregoing, the Company
will keep true books of record and account in which full, true and correct
entries in accordance with sound accounting practice will be made of all
dealings or transactions in relation to its business and activities. As soon as
available, and in any event within ninety (90) days after the end of each full
fiscal year, the Company shall furnish to Purchaser and to each holder of record
of the securities then outstanding, a statement of the Company's financial
condition as of the end of the preceding fiscal year and a statement of
operations of the Company for the twelve (12) month period then ended.

          7.7 Equal Benefits to Investors. In the event any purchaser of Units
pursuant to the Offering receives any terms, benefits or rights of any nature
whatsoever other than those reflected in this Agreement, the Purchaser hereunder
shall receive notice of the terms and conditions of such transaction and shall
have the option, within thirty (30) days thereafter, to accept all (but not less
than all) of such terms and conditions as a substitution for this Agreement,
whereupon the parties agree to effectuate such substitution as expeditiously as
possible.

     8. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Company that the following representations and
warranties and all other information which the Purchaser has provided to the
Company concerning itself and its financial condition is true and accurate as of
the date hereof and shall be true and accurate as of the Closing Date. This
Agreement is made by the Company in reliance upon such express representations
and warranties of the Purchaser. If in any respect such representations,
warranties or information shall not be true and accurate at any time prior to
the Closing Date, the Purchaser will give written notice of such fact to the
Company, specifying which representations, warranties or information are not
true and accurate and the reasons therefore.

          8.1 Speculative Investment. The Purchaser has been advised that its
investment in the Company is speculative, that no additional financing may be
available for the Company, and that any additional financing required in the
future will have to be obtained by and provided by others and that there is no
assurance that any such additional financing can be obtained.

          8.2 Access to Information. The Purchaser has received all the
information that it desires regarding the investment and has had an opportunity
to ask questions of the Company, and receive answers thereto, concerning the
terms and conditions of this investment and the financial and business condition
and prospects of the Company. In addition, the Purchaser has had an opportunity
to discuss this investment with representatives of the Company and to ask
questions of them.

          8.3 Investment Intent. The Securities are being acquired by the
Purchaser solely for investment and not with a view towards resale or
distribution, or sale in connection with any distribution thereof, nor with any
present intention of distributing or selling any of such Securities.
Specifically, the Securities are being purchased for the Purchaser's own account


                                      -7-
<PAGE>

and not for the interest of any other person and not for resale, syndication, or
subdivision with, by or to others. The Purchaser represents that it has adequate
means of providing for its current needs and possible contingencies, and that it
has no need for liquidity in this investment. The Purchaser agrees that a legend
to the foregoing effect may be placed upon any and all certificates and other
documents issued to the Purchaser representing such Shares.

          8.4 Unregistered Securities. The Purchaser has been advised that the
Securities have not been reviewed by the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended (the "1933 Act"), on the
ground that no distribution or public offering of the Securities is to be
effected, and in this connection the Company is relying in part upon Purchaser's
representations set forth in this Section 7.

          8.5 Non-transferability of Securities. The Purchaser will not offer,
sell, pledge or otherwise dispose of the Securities except pursuant to a
registration statement under the Act and qualification under applicable state
securities laws or pursuant to an opinion of counsel satisfactory to the Company
that such registration and qualification are not required, and that the
transaction (if it involves a sale in the over-the-counter market or on a
securities exchange) does not violate the provisions of Rule 144 under the Act.
A stop-transfer order will be placed on the books of the Company (or its
transfer agent) respecting the certificates evidencing the shares of Common
Stock and Preference Stock, and such certificates shall bear, until such time as
the shares evidenced by such certificate, or both, shall have been registered
under the Act or shall have been transferred in accordance with an opinion of
counsel for the Company that such registration is not required, the following
legend or one substantially similar thereto:

     The shares evidenced by this certificate have not been registered under the
     Securities Act of 1933 and may not be transferred, unless a registration
     statement under the Securities Act of 1933, as amended, with respect to
     such shares shall then be in effect or unless an exemption from
     registration with respect to any proposed transfer or disposition of such
     shares shall be available. In addition, the shares represented by these
     certificates have been issued, without registration under the Georgia
     Securities Act of 1973, as amended, in reliance upon the exemption from
     registration contained in Section 10-5-9(13) of such Act, and the shares
     represented by these Certificates may not be sold or transferred except
     pursuant to an effective registration statement under shares represented by
     these Certificates may not be sold or transferred except pursuant to an
     effective registration statement under such Act or except in a transaction
     which is exempt under such Act or in a transaction which is otherwise in
     compliance with such Act.

The Purchaser understands that: (i) it must hold the Securities indefinitely
unless they are registered under the Act or an exemption from registration
becomes available; (ii) Rule 144 will not initially be available for sale of the
ordinary shares of common stock issued pursuant to this Agreement; (iii) if and
when Rule 144 does become available for sales of the ordinary shares of common
stock issued pursuant to this Agreement or underlying securities, such sales of
the ordinary shares of common stock in reliance upon Rule 144 may be made only
after they have been held for one or two years and then only in limited amounts
in accordance with the conditions of that Rule, all of which must be met
(including the requirements that a public trading market then exists in the
Company's ordinary shares and that adequate information


                                      -8-
<PAGE>

concerning the Company is then available to the public).

          8.6 Risk of Investment. The Purchaser recognizes that investment in
the Company involves certain risks, and that Purchaser has full cognisance and
understanding of all risk factors related to the purchase of the Securities.

          8.7 Execution Authorized. If this Subscription Agreement is executed
on behalf of a corporation, partnership, trust or other entity, the undersigned
has been duly authorized to execute this letter and all other instruments in
connection with the purchase of the Securities, and the signature of the
undersigned is binding upon such corporation, partnership, trust or other
entity.

     9. Subsequent Transfer of Share(s). The Purchaser agrees that should any of
the Securities or part thereof become available for sale, neither the Company
nor any other person shall be obligated to offer the same to the undersigned,
and such Securities or part thereof may be transferred, subject to compliance
with the Company and all applicable laws, to any other person.

     10.  Binding Effect. This Subscription  Agreement shall be binding upon
the Purchaser and its heirs,  estate,  successors,  legal representative and
assigns and shall survive the Purchaser's death or dissolution.

     11. Lost, Stolen or Destroyed Certificates. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of any
document issued hereunder and upon surrender and cancellation of such document,
if mutilated, the Company will make and deliver in lieu of such document a new
document of like tenor. If the Purchaser is the owner of any such lost, stolen
or destroyed certificate, then its affidavit setting forth the fact of loss,
theft or destruction thereof at the time of such loss, theft or destruction
shall be accepted as satisfactory evidence thereof and no indemnity shall be
required as a condition to execution and delivery of such a new document other
than its written agreement to indemnify the Company.

     12. Defined Terms. In construing this Agreement, feminine or neuter
pronouns shall be substituted for those masculine in form and vice versa any
place where the context so requires, and plural terms shall be substituted for
singular and singular for plural in any place where the context so requires.

     13. Governing Law. This Subscription Agreement shall be governed by the
laws of the State of Nevada and construed in accordance therewith.

     14. Notices. Any and all notices or other communications to be made
hereunder shall be in writing and shall be delivered by hand or mailed, via
registered or certified mail, return receipt requested, to the Purchaser at the
Purchaser's address provided below, and to the Company at BIOPROGRESS TECHNOLOGY
INTERNATIONAL, INC. 9055 Huntcliff Trace, Atlanta, Georgia 30350. Any party may
change the address to which notices or other communications hereunder are to be
delivered by giving the other party notice in the manner set forth herein. Any
notice required to be made within a stated period of time shall be considered
timely mailed if deposited before midnight of the last day of the stated period.


                                      -9-
<PAGE>

    15. Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement between the parties concerning the subject
matter hereof, and any other agreements or understandings of any nature with
respect to such matters are hereby superseded and revoked.

     16. Amendment. This Agreement shall not be modified or amended except in
writing signed by both parties.

     17. Counterparts. This Agreement may be executed and delivered in any
number of counterparts, all of which when executed and delivered shall have the
force and effect of an original.

     18. Headings. The headings in this Agreement are inserted for convenience
only and are not a part of the Agreement.

     IN WITNESS WHEREOF, the undersigned has/have hereunto set his/her/their
signature(s) to this Subscription Agreement, this day of 2002.


(Please turn to next page for signatures.)


                                      -10-
<PAGE>

(Check One)

_____   Individually                               _____________________________
_____   Joint tenants with right of survivorship   (Signature of Subscriber)
        (each must sign)                           _____________________________
_____   In partnership                             (Title, if applicable)
_____   As custodian, trustee, or agent for
        ______________________________             _____________________________
_____   Corporation                                (Address)

                                                   _____________________________

                                                   _____________________________
                                                   (Social Security #)


                                                   _____________________________
                                                   (Signature of Co-Subscriber)

                                                   _____________________________
                                                   (Title, if applicable)

                                                   _____________________________
                                                   (Address)

                                                   _____________________________

                                                   _____________________________
                                                   (Social Security #)



                                      -11-
<PAGE>

THE WARRANT REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT AND SUCH LAWS. THE WARRANT REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE WARRANT REPRESENTED HEREBY HAS NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR
ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE SHARES REPRESENTED HEREBY.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                                                             Warrant to Purchase
                                                                   15,000 Shares

                   BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.

                                     WARRANT

             Common Stock Purchase Warrant Series December 31, 2006

                          To Subscribe for and Purchase
                                 Common Stock of

                   BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.

      THIS CERTIFIES that, for value received, ________________________________
(the "Recipient") is the owner of a warrant (the "Warrant") which entitles
Recipient to purchase from BioProgress Technology International, Inc. (the
"Company"), in accordance with the terms herein, at any time after the date
hereof until 5:00 p.m., EST time on December 31, 2006, up to and including
Fifteen Thousand (15,000) shares (the "Warrant Shares") of common stock of the
Company, par value $.001 per share (the "Common Stock"), subject to the
limitations set forth herein, at the price and on the terms set forth herein.
This Warrant is subject to the following provisions, terms and conditions:

1.    Payment of Exercise Price and Exercise of Warrant.

                  (a) Exercise of Warrant. This Warrant shall be exercisable in
whole or in part during its term and only in accordance with the terms and
provisions of this Warrant Agreement.

                  (b) Payment of Exercise Price. The Recipient may pay the
Warrant exercise price for that number of shares of Common Stock sought to be
purchased (the "Exercised Shares") by delivering immediately available funds to
the Company in an amount equal to the Exercise Price per Warrant (subject to
adjustments on the terms herein (the "Exercise Price")) in accordance with the
Warrant to be exercised and the Exercise Price set forth in the following table:


                                      -12-
<PAGE>

      TABLE 1: Common Stock Purchase Warrant Series December 31, 2006

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
 Warrant   Exercise on or    Exercise    Shares Per    Effective         Early
               before        Price Per     Warrant     Price Per      Termination
                              Warrant                    Share           Price
                                 $                         $               $
------------------------------------------------------------------------------------
<S>       <C>                     <C>          <C>            <C>             <C>
"A"       December 31,             2,500       2,500           1.00            1.50
          2006
------------------------------------------------------------------------------------
"B"       December 31,             3,750       2,500           1.50            2.25
          2006
------------------------------------------------------------------------------------
"C"       December 31,             5,000       2,500           2.00            3.00
          2006
------------------------------------------------------------------------------------
"D"       December 31,             6,250       2,500           2.50            3.75
          2006
------------------------------------------------------------------------------------
"E"       December 31,            12,500       2,500           5.00            7.50
          2006
------------------------------------------------------------------------------------
"F"       December 31,            25,000       2,500          10.00           15.00
          2006
------------------------------------------------------------------------------------
</TABLE>

                  (c) Method of Exercise. This Warrant shall be exercisable
during its term by written notice ("Recipient Notice"), substantially in the
form attached as Exhibit A, which shall state the election to exercise the
relevant Warrant, the number of Warrant Shares in respect to which this Warrant
is being exercised and which shall contain or be accompanied by such investment
representations as to the Recipient's investment intent with respect to such
Warrant Shares as may be reasonably required by the Company in accordance with
applicable securities law. Such Recipient Notice shall be signed by the
Recipient and shall be delivered in person, by certified mail, facsimile or
overnight courier to the Company or such other person as may be designated by
the Company at the location designated in Section 14 herein or at such other
address as the Company may from time to time designate in writing. The Recipient
Notice shall be accompanied by full payment of the Exercise Price described in
section 1 above. The certificate or certificates for the Warrant Shares as to
which this Warrant shall be exercised shall be registered in the name of the
Recipient and shall be legended as reasonably may be required by the Company
and/or applicable law. The Company agrees that the shares so purchased shall be
and are deemed to be issued to Recipient as the record owner of such shares as
of the close of business on the date on which this Warrant shall have been
surrendered and payment made for such shares as aforesaid. Certificates for the
shares of Common Stock so purchased shall be delivered to Recipient within a
reasonable time, not exceeding thirty (30) calendar days, after the rights
represented by this Warrant shall have been so exercised, and unless this
Warrant shall have been so exercised, or shall have expired, a new Warrant
representing the number of shares of Common Stock, if any, with respect to which
this Warrant shall not then have been exercised, shall also be delivered to
Recipient within such time.

                  (d) Restrictions on Exercise. The holder of this Warrant
acknowledges that neither this Warrant nor the Warrant Shares have been
registered under the Securities Act of 1933, as amended (the "Securities Act")
and the holder of this Warrant agrees that no sale, transfer, assignment,
hypothecation or other disposition of this Warrant or the Warrant Shares shall
be made in the absence of (i) a current registration statement under the
Securities Act as to this Warrant or the Warrant Shares and the registration or
qualification of this Warrant or the Warrant Shares under any applicable state
securities laws is then in effect or (ii) an exemption from such registration or
qualification. Each certificate or other instrument


                                      -13-
<PAGE>

for Warrant Shares issued upon exercise of this Warrant shall, if required under
the Securities Act or the rules promulgated thereunder, be imprinted with a
legend substantially to the foregoing effect.

                  (e) Early Termination Price. In the event that the volume
weighted average trading price of the Company's Shares is greater than or equal
to the price per share (the "Early Termination Price" see Table 1 of Section 1)
for any period of at least 10 consecutive trading days, the Company will have
the right to serve notice (the "Notice of Early Termination Price") on the
Purchaser granting the Purchaser a period of 10 trading days from the date upon
which the Notice of Early Termination Price is served in which to exercise any
remaining Warrants exercisable at a price below the prevailing Early Termination
Price. The Notice of Early Termination Price shall be served by overnight mail
and or by facsimile and shall be deemed to have been served two working days
from the date upon which it was sent by the Company. Any Warrants remaining
unexercised at the end of such 10-day exercise period will be cancelled
forthwith and without further notice and will be of no further force or effect.
The Company shall not be held liable on any account whatsoever for the failure
of the Recipient for no or any reason to act upon the Notice of Early
Termination Price.

2.    Adjustment of Exercise Price and Number of Warrant Shares.

The number and kind of securities purchasable upon the exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time upon the
happening of certain events, as hereinafter defined.

                  (a) Mechanical Adjustment. The number of Warrant Shares
purchasable upon the exercise of this Warrant and the Exercise Price shall be
subject to adjustment as follows:

                        (1) In the event the Company shall at any time after the
first date of issuance of this Warrant (i) declare or pay a dividend in shares
of Common Stock or make a distribution in shares of Common Stock to holders of
Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, or (iv) issue any shares of its capital stock in a
reclassification of the Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
entity), the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Recipient shall be
entitled to receive the kind and number of Warrant Shares or other securities of
the Company which it would have owned or have been entitled to receive after the
happening of any of the events described above, had this Warrant been exercised
immediately prior to the happening of such event or any record date with respect
thereto. An adjustment made pursuant to this clause (1) shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

                        (2) Whenever the number of Warrant Shares purchasable
upon the exercise of this Warrant is adjusted, pursuant to clause (1) of this
subsection, the Exercise Price payable upon exercise of this Warrant shall be
adjusted by multiplying such Exercise Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of Warrant Shares then
purchasable upon the exercise of this Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
purchasable immediately thereafter.

                        (3) For the purpose of this subsection the term "shares
of Common Stock" shall mean (i) the class of stock designated as the Common
Stock of the Company at the date hereof, or (ii) any other class of stock
resulting from successive changes


                                      -14-
<PAGE>

or reclassifications of such shares consisting solely of changes in par value,
or from par value to no par value, or from no par value to par value. In the
event that at any time, as a result of an adjustment made pursuant to clause (1)
above, the Recipient shall become entitled to purchase any securities of the
Company other than shares of Common Stock, thereafter the number of such other
shares so purchasable upon exercise of the Warrant and the Exercise Price of
such shares 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
Warrant Shares contained in clauses (1) through (3), inclusive, above, and the
provisions of subsections 2(a) through 2(g), inclusive, with respect to the
Warrant Shares, shall apply on like terms to any such other securities.

                  (b) Voluntary Adjustment by the Company. The Company, at its
option, at any time during the term of the Warrants, may reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate by
the Board of Directors of the Company or extend the expiration date of the
Warrants.

                  (c) Notice of Adjustment. Whenever the number of Warrant
Shares purchasable upon the exercise of the Warrant or the Exercise Price of
such Warrant Shares is adjusted, as herein provided, the Company promptly shall
mail by first class, postage prepaid, to the Recipient notice of such adjustment
or adjustments and a certificate of any authorized officer of the Company
setting forth the number of Warrant Shares purchasable upon the exercise of this
Warrant and the Exercise Price of such Warrant Shares after such adjustment,
setting forth a brief statement of computation by which such adjustment was
made.

                  (d) No Adjustment for Dividends. Except as provided in
subsection 2(a), no adjustment or payment in respect of any dividends shall be
made during the term of this Warrant or upon the exercise of this Warrant.

                  (e) Purchase Rights Upon Merger, Consolidation, Etc. In case
of any consolidation or merger of the Company with any other corporation, then
as a condition of such consolidation or merger, adequate provision will be made
whereby the holder of this Warrant will have the right to acquire and receive
upon exercise of this Warrant, in lieu of the shares of Common Stock immediately
theretofore purchasable upon the exercise of this Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of shares of Common Stock immediately theretofore purchasable
upon exercise of this Warrant had such consolidation or merger not taken place.
In any such case, the Company will make appropriate provision to insure that the
provisions of this Section 2 hereof will thereafter be applicable as closely as
possible in relation to any shares of stock or securities thereafter deliverable
upon the exercise of this Warrant. The provisions of this subsection similarly
shall apply to successive consolidations or mergers.

                  (f) Other Notices. In case at any time:

                        (1) the Company shall declare any dividend upon the
Common Stock payable in shares of stock of any class of the Company or make any
other distribution (other than dividends or distributions payable in cash out of
retained earnings consistent with the Company's past practices with respect to
declaring dividends and making distributions) to the holders of the Common
Stock;

                        (2) the Company shall offer for subscription pro rata to
the holders of the Common Stock any additional shares of stock of any class or
other rights;


                                      -15-
<PAGE>

                        (3) there shall be any capital reorganization of the
Company, or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially all its assets to,
another corporation or entity; or

                        (4) there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Company; then, in each such case,
the Company shall give to the holder of this Warrant (a) notice of the date on
which the books of the Company shall close or a record shall be taken for
determining the holders of Common Stock entitled to receive any such dividend,
distribution, or subscription rights or for determining the holders of Common
Stock entitled to vote in respect of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in
the case of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up, notice of the date (or, if not
then known, a reasonable approximation thereof by the Company) when the same
shall take place. Such notice shall also specify the date on which the holders
of Common Stock shall be entitled to receive such dividend, distribution, or
subscription rights or to exchange their Common Stock for stock or other
securities or property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, or winding-up, as the
case may be. Such notice shall be given at least 20 days prior to the record
date or the date on which the Company's books are closed in respect thereto (but
in no event more than 10 days prior to the date notice of such event is to be
given by the Company to the public). Failure to give any such notice or any
defect therein shall not affect the validity of the proceedings referred to in
clauses (1), (2), (3) and (4) above.

                  (g) Statement on Warrants. Irrespective of any adjustments in
the Exercise Price or the number or kind of shares purchasable upon the exercise
of this Warrant, Warrants theretofore or thereafter issued may continue to
express the same price and number and kind of shares as are stated in the
Warrants initially issued so long as such subsequently issued warrants retain
the benefits of any such adjustments.

3.    Fractional Interests.

The Company shall not be required to issue fractional Warrant Shares on the
exercise of this Warrant. If any fraction of a Warrant Share would, except for
the provisions of this Section 3, be issuable upon the exercise of this Warrant
(or specified portion thereof), the Company shall pay an amount in cash equal to
the Fair Market Value for one share of the Common Stock, as defined in Section
1(b), on the trading day immediately preceding the date the Warrant is presented
for exercise, multiplied by such fraction.

4.    Covenants as to Common Stock.

The Company covenants and agrees that all shares of Common Stock issuable upon
the exercise of the rights represented by this Warrant, will, upon issuance, be
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issue thereof. The Company further covenants and
agrees that the Company will from time to time take all such action as may be
requisite to assure that the stated or par value per share of Common Stock is at
all times equal to or less than the then effective Exercise Price per share of
Common Stock issuable upon exercise of this Warrant. The Company further
covenants and agrees that the Company will at all times have authorized and
reserved, free from pre-emptive rights, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant. The
Company further covenants and agrees that if any shares of capital stock to be
reserved for the purpose of the issuance of shares of Common Stock upon the
exercise of this Warrant require registration with or approval of any


                                      -16-
<PAGE>

governmental authority under any Federal or state law before such shares may be
validly issued or delivered upon exercise, then the Company will in good faith
and expeditiously as possible endeavor to secure such registration or approval,
as the case may be. If and so long as the Common Stock issuable upon the
exercise of the rights represented by this Warrant is listed on any national
securities exchange, the Company will, if permitted by the rules of such
exchange, list and keep listed on such exchange, upon official notice of
issuance, all shares of such capital stock.

5.    Exchange and Replacement of Warrant.

Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu thereof.

6.    Reservation and Listing of Securities.

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 the 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 this Warrant 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,
nonassessable and not subject to the pre-emptive rights of any stockholder.

7.    No Rights as Stockholders.

Nothing contained herein shall be construed as conferring upon the Recipient or
its transferees the right to vote or to receive dividends or to consent to or
receive notice as stockholders in respect of any meeting of stockholders for the
election of directors of the Company or any other matter, or any rights
whatsoever as stockholders of the Company.

8.    Representations and Warranties of the Company.

The Company hereby represents and warrants to the Recipient as follows:

                  (a) Organization. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the state of Nevada and
has all requisite corporate power and authority to own and lease its properties,
to carry on its business as presently conducted and to carry out the
transactions contemplated hereby. The Company is qualified as a foreign
corporation in good standing in all jurisdictions, if any, in which the conduct
of its business as presently conducted or its present ownership, leasing or
operation of property requires such qualification, except where the failure to
qualify so would not, individually or in the aggregate, have a material adverse
effect on the business or operations (financial and otherwise) of the Company
and its subsidiaries (a "Material Adverse Effect"). The Company is not currently
in breach of any provision of its Articles of Incorporation and By-laws.

                  (b) Authorization of the Company. The execution, delivery and
performance by the Company of this Warrant has been duly authorized by all
requisite corporate action by the Company and this Warrant has been duly
executed and delivered by the Company and constitutes its valid and binding
obligation, enforceable in accordance with


                                      -17-
<PAGE>

its respective terms, except as may be limited by bankruptcy, insolvency,
moratorium or similar laws affecting the enforcement of creditors' rights
generally. The execution, delivery and performance by the Company of this
Warrant, the issuance, sale and delivery of the Warrant Shares and the
consummation of the transactions contemplated by this Warrant by the Company
will not (a) violate any provision of law, statute, rule or regulation, or any
ruling, writ, injunction, order, judgment or decree of any court, administrative
agency or other governmental body applicable to the Company or its properties or
assets, except for such violations which are not reasonably likely to have a
Material Adverse Effect, (b) conflict with or result in any breach (with or
without the giving of notice or passage of time) of any of the terms, conditions
or provisions of, or constitute a default, or result in the creation of any
lien, security interest, charge or encumbrance upon any of the properties or
assets of the Company under any note, indenture, mortgage, lease agreement or
other material contract, agreement or instrument to which the Company is a party
or by which it or any of their property is bound or affected (except for such
conflicts or breaches as to which requisite waivers and consents have been
obtained and except for such conflicts or breaches which are not reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect) or
(c) conflict with the Articles of Incorporation or By-laws of the Company (as
amended to the date hereof).

                  (c) Capitalization.

                        (1) The authorized capital stock of the Company
immediately prior to the issuance of this Warrant consists of 75,000,000 shares
of Common Stock and 7,500,000 shares of Preferred Stock, $.001 par value per
share, of which:

                              (a) 46,832,227 shares of Common Stock are validly
issued and are fully paid and nonassessable;

                              (b) 1,250,000 shares of Preferred Stock are
designated as Series A Preferred Stock, of which 17,500 shares are validly
issued and are fully paid and nonassessable and are currently convertible into
43,750 shares of Common Stock;

                              (c) 3,500,000 shares of Preferred Stock are
designated as Series B Preferred Stock, of which 949,500 shares are validly
issued and are fully paid and nonassessable and are currently convertible into
949,500 shares of Common Stock;

                              (d) 3,000,000 shares are duly reserved for
issuance in connection with the employee, director or consultant stock option
plans or arrangements, of which options for 3,000,000 shares have been granted;
and

                              (e) 125,000 shares are duly reserved for issuance,
in connection with the acquisition of Prodesign Technology Limited.

                              (f) 2,522,800 shares are duly reserved for
issuance in connection with Warrants held by Legendary Investments PLC
exercisable at $1.50 per share on or before December 31, 2002.

                              (g) 6,050,000 shares are duly reserved for
issuance in connection with an equity line of credit agreement with Fusion
Capital LLP.

                              (h) 13,500,000 shares are duly reserved for
issuance in connection with the proposed sale of up to 600 Units represented by
4,500,000 shares in respect of the Units and 9,000,000 shares in respect of the
Warrants being part of the Units


                                      -18-
<PAGE>

and subject of this Common Stock Purchase Warrant Series December 31, 2006.

Except for the foregoing, there is no other capital stock, authorized, issued,
outstanding or reserved for issuance. There is no existing option, warrant,
call, commitment or other agreement to which the Company is a party requiring,
and there are no convertible securities of the Company outstanding which upon
conversion would require, the issuance of any additional capital stock of the
Company. There are no agreements to which the Company is a party with any of the
holders of capital stock of the Company with respect to the registration rights,
voting or transfer of the capital stock of the Company, or to the Company's
knowledge, among or between any person other than the Company, and there are no
pre-emptive or similar rights to purchase or otherwise acquire shares of capital
stock of the Company pursuant to any provision of law, the Articles of
Incorporation or By-laws of the Company, in each case as amended to the date of
this Warrant, or any agreement to which the Company is a party or otherwise.

                  (d) Accuracy and Completeness of Information. All statements
by the Company contained in this Warrant, together with the schedules and
exhibits attached hereto and all documents that are executed and delivered to
the Recipient in connection herewith are true and complete in all material
respects and do not contain any untrue statement of material fact or fail to
state any material fact necessary to make such statements not misleading.

9.    Recipient's Registration Rights.

                  (a) Definitions. For purposes of this Section 9, the following
terms shall have the following respective meanings:

                        (1) "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.

                        (2) The terms "register," "registered" and
"registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act and the declaration
or ordering of effectiveness of such registration statement by the Commission.

                        (3) "Registrable Securities" shall mean shares of the
Company's Common Stock purchased by the Recipient pursuant to this Warrant or
otherwise obtained by the Recipient; provided, however, that any particular
Registrable Security shall cease to be a Registrable Security when (i)
registered under the Securities Act, (ii) eligible for resale pursuant to Rule
144, (iii) sold or distributed pursuant to Rule 144 or (iv) they shall cease to
be outstanding.

                        (4) "Holder" shall mean the Recipient if the Recipient
holds Registrable Securities or other securities of the Company which are
convertible into or exercisable for Registrable Securities ("Convertible
Registrable Securities"), and any other person holding Registrable Securities or
such other securities to whom these registration rights have been transferred;
provided, however, that any person who acquires any of the Registrable
Securities in a distribution pursuant to a registration statement filed by the
Company under the Act or pursuant to a sale under Rule 144 promulgated by the
Commission under the Act ("Rule 144") shall not be considered a Holder.


                                      -19-
<PAGE>

                        (5) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended, or any similar federal statute enacted hereafter, and
the rules and regulations of the Commission thereunder, all as the same shall be
in effect from time to time.

                        (6) "Person" and "person" shall include any natural
person, corporation, limited liability company, partnership, joint venture,
association, trust, or any other entity or organization, or any governmental or
regulatory authority whatsoever.

                  (b) Piggyback Registration. The Company agrees that, subject
to Section 9(d) hereof, if at any time the Company registers any of its
securities under the Securities Act, either for its own account or for the
account of others, in connection with the public offering of such securities
solely for cash, on a registration form that would also permit the registration
of Registrable Securities and other than (i) a registration relating solely to
employee, director or consultant benefit plans of it or its affiliates, (ii) a
registration of shares to be used solely as consideration for acquisitions of
additional businesses by the Company, (iii) any primary shelf registration by
the Company of Common Stock which does not include the sale of shares by a third
party, or (iv) a registration on any registration form which does not permit
secondary sale or does not include substantially the same information as would
be required to be included in a registration statement covering the sale of
Registrable Securities, the Company shall give the Holders written notice within
ten (10) days prior to the filing of such a registration statement relating to
such transaction. Upon the written request of a Holder given within ten (10)
days after receipt of any such notice by the Holder, the Company shall use its
best efforts to cause to be included (at the sole expense of the Company, other
than underwriting discounts and commissions) in such registration under the
Securities Act all the Registrable Securities that the Holders have requested be
registered.

                  (c) Registration Procedures. All expenses incurred in
connection with the registrations under this Section 9 (including all
registration, filing, qualification, legal, printer and accounting fees, but
excluding underwriting commissions and discounts and fees, if any, of separate
counsel engaged by the Recipient) shall be borne by the Company. The
participating Holders shall use their best efforts to provide the Company
promptly with all information reasonably requested in connection with such
registration.

                  (d) Underwriting Agreement.

                        (1) In connection with each registration pursuant to
this Section 9 covering an underwritten public offering, the Company and each
participating Holder agree to enter into a written agreement with the managing
underwriters in such form and containing such provisions as are customary in the
securities business for such an arrangement between such managing underwriters
and companies of the Company's size and investment stature, including
indemnification.

                        (2) The Company will have the right to select the
investment banker(s) and manager(s) to administer any offering to which Section
9(b) hereof is applicable. If a registration under Section 9(b) hereof is an
underwritten registration, and the managing underwriter(s) advise the Company in
writing that in their opinion the number of shares to be sold by persons other
than the Company is greater than the number of such shares which can be offered
without adversely affecting the offering, the Company may reduce the number of
shares offered for the accounts of such persons to a number deemed satisfactory
by such managing underwriter or such managing underwriter can eliminate the
participation of all such persons in the offering; provided that, a reduction
shall be made first by reducing the number of shares to be sold by persons other
than the Company and the Holders and thereafter, if a further reduction is
required, by reducing the number of shares to be sold by the Holders, pro rata
based upon the number of shares requested by the Holders to be included in a
registration


                                      -20-
<PAGE>

multiplied by the Holders' aggregate proportionate ownership of shares of Common
Stock (determined on a "Fully Diluted Basis," which shall include all securities
convertible into Common Stock, whether or not then exercisable).

                  (e) Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission that may at any time
permit the resale of the Registrable Securities without registration, the
Company will use its best efforts to, at all times after 90 days after any
Registration Statement covering a public offering of securities of the Company
under the Securities Act shall have become effective:

                        (1) make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act;

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

                        (3) furnish to holders of Registrable Securities
forthwith upon request a written statement by the Company as to its compliance
with the reporting requirements of such Rule 144 and of the Securities Act and
the Exchange Act.

                  (f) Preparation and Filing. If and whenever the Company is
under an obligation pursuant to the provisions of this Agreement to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as practicable:

                        (1) use its reasonable best efforts to cause a
registration statement that registers such Registrable Securities to become and
remain effective for a period of 120 days or until all of such Registrable
Securities have been disposed of (if earlier);

                        (2) furnish, at least five (5) business days before
filing a registration statement that registers such Registrable Securities, a
prospectus relating thereto or any amendments or supplements relating to such a
registration statement or prospectus, to counsel selected by the Recipient (the
"Recipient's Counsel"), copies of all such documents proposed to be filed (it
being understood that such five (5) business-day period need not apply to
successive drafts of the same document proposed to be filed so long as such
successive drafts are supplied to the Recipient's Counsel in advance of the
proposed filing by a period of time that is customary and reasonable under the
circumstances);

                        (3) prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for at least a period of 120 days or until all of such Registrable
Securities have been disposed of (if earlier) and to comply with the provisions
of the Securities Act with respect to the sale or other disposition of such
Registrable Securities;

                        (4) notify in writing the Recipient's Counsel promptly
(a) of the receipt by the Company of any notification with respect to any
comments by the Commission with respect to such registration statement or
prospectus or any amendment or supplement thereto or any request by the
Commission for the amending or supplementing thereof or for additional
information with respect thereto, (b) of the receipt of the Company any
notification with respect to the issuance by the Commission of any stop order
suspending the effectiveness of such registration statement or prospectus or any
amendment or supplement thereto or the initiation or threatening of any
proceeding for that purpose and (c) of the receipt


                                      -21-
<PAGE>

by the Company of any notification with respect to the suspension of the
qualification of such Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purposes;

                        (5) use its reasonable best efforts to register or
qualify such Registrable Securities under such other securities or blue sky laws
of such jurisdictions as the Holders reasonably requests and do any and all
other acts and things which may be reasonably necessary or advisable to enable
the holders of Registrable Securities to consummate the disposition in such
jurisdictions of such Registrable Securities; provided, however, that the
Company will not be required to qualify generally to do business, subject itself
to general taxation or consent to general service of process in any jurisdiction
where it would not otherwise be required to do so but for this subparagraph (5);

                        (6) furnish to the holders of Registrable Securities
such number of copies of a summary prospectus or other prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as the holders of Registrable Securities may
reasonably request in order to facilitate the public sale or other disposition
of such Registrable Securities;

                        (7) use its reasonable best efforts to cause such
Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the holders of Registrable
Securities to consummate the disposition of such Registrable Securities;

                        (8) notify the holders of Registrable Securities on a
timely basis at any time when a prospectus relating to such Registrable
Securities is required to be delivered under the Securities Act within the
appropriate period mentioned in subparagraph (1) of this Section 9(f), of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing and, at the request of the holders of Registrable
Securities, prepare and furnish to the holders of Registrable Securities a
reasonable number of copies of a supplement to or amendment of such prospectus
as may be necessary so that, as thereafter delivered to the offerees of such
shares, such prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;

                        (9) make available for inspection by the holders of
Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by the holders of Registrable Securities or any underwriter
(collectively, the "Inspectors"), all pertinent financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"Records"), as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause the Company's officers, directors and
employees to supply all information (together with the Records, the
"Information") reasonably requested by any such holders of Registrable
Securities in connection with such registration statement; provided, however,
that any of the Information which the Company determines in good faith to be
confidential, and of which determination the Inspectors are so notified, shall
not be disclosed by the Inspectors unless (a) the disclosure of such Information
is necessary to avoid or correct a misstatement or omission in the registration
statement, (b) the release of such Information is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction or (c)


                                      -22-
<PAGE>

such Information has been made generally available to the public; and provided
further, however, that the holders of Registrable Securities agree that they
will, upon learning that disclosure of such Information is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company, at the
Company's expense, to undertake appropriate action to prevent disclosure of the
Information deemed confidential;

                        (10) use its reasonable best efforts to obtain from its
independent certified public accountants "cold comfort" letters in customary
form and at customary times and covering matters of the type customarily covered
by cold comfort letters;

                        (11) use its reasonable best efforts to obtain from its
counsel an opinion or opinions in customary form;

                        (12) provide a transfer agent and registrar (which may
be the same entity and which may be the Company) for such Registrable
Securities;

                        (13) issue to any underwriter to which the holders of
Registrable Securities may sell shares in such offering certificates evidencing
such Registrable Securities;

                        (14) list such Registrable Securities on any national
securities exchange on which any shares of the Common Stock are listed or, if
the Common Stock is not listed on a national securities exchange, use its
reasonable best efforts to qualify such Registrable Securities for inclusion on
the Nasdaq National Market System if any shares of Common Stock are so
qualified;

                        (15) otherwise use its reasonable best efforts to comply
with all applicable rules and regulations of the Commission and make available
to its securityholders, as soon as reasonably practicable, earnings statements
(which need not be audited) covering a period of 12 months beginning within
three months after the effective date of the registration statement, which
earnings statements shall satisfy the provisions of Section 11(a) of the
Securities Act; and

                        (16) use its reasonable best efforts to take all other
steps reasonably necessary to effect the registration of such Registrable
Securities contemplated hereby.

                  (g) Indemnification.

                        (1) In the event any Registrable Securities are included
in a registration statement pursuant to Section 9 hereof, to the full extent
permitted by law, the Company will, and hereby does indemnify and hold harmless
each such Holder of such Registrable Securities, each director, officer,
partner, employee, or agent of such Holder, any underwriter (as defined in the
Securities Act) for such Holder, and each Person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act, against any
losses, claims, damages, expenses (including reasonable attorneys' fees), or
liabilities (or actions in respect thereof), joint or several, to which any of
them may become subject under the Securities Act, the Exchange Act, and
applicable state securities laws insofar as such losses, claims, damages,
expenses or liabilities (or actions in respect thereof) arise out of or are
based on any untrue or alleged untrue statement of any material fact contained
in such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein in


                                      -23-
<PAGE>

light of the circumstances under which they were made or necessary to make the
statements therein not misleading or arise out of any violation or alleged
violation by the Company of any rule or regulation promulgated under the
Securities Act, the Exchange Act, and applicable state securities laws,
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration; provided, however, that the
indemnity agreement contained in this Section 9(g)(1) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company, which shall not be
withheld or delayed unreasonably, nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon an untrue statement or an alleged untrue
statement or omission or alleged omission made in connection with such
registration statement, preliminary prospectus, final prospectus, or amendments
or supplements thereto, in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
or on behalf of the indemnified party; provided, further, however, that the
foregoing indemnity agreement is subject to the condition that, insofar as it
relates to any untrue statement, allegedly untrue statement, omission or alleged
omission made in any preliminary prospectus (filed pursuant to Rule 424 of the
Securities Act), such indemnity agreement shall not inure to the benefit of the
Holder, underwriter, broker or other person acting on behalf of holders of the
Registrable Securities from whom the person asserting any loss, claim, damage,
liability or expense purchased the Registrable Securities which are the subject
thereof, if a copy of such final prospectus had been made available to the
Holder, underwriter, broker or other person acting on behalf of holders of the
Registrable Securities and such final prospectus was not received by such person
with or prior to the written confirmation of the sale of such Registrable
Securities to such person.

                        (2) To the full extent permitted by law, each
participating Holder (severally, but not jointly) will and hereby does indemnify
and hold harmless the Company, each of its directors, each of its officers who
have signed the registration statement, each person, if any, who controls the
Company within the meaning of the Securities Act, and any underwriter for the
Company (within the meaning of the Securities Act), against any losses, claims,
damages, expenses, or liabilities, joint or several (including reasonable
attorneys' fees), to which the Company or any such director, officer,
controlling Person or underwriter may become subject, under the Securities Act,
the Exchange Act, and applicable state securities laws, insofar as such losses,
claims, damages, expenses, or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such registration
statement, preliminary or final prospectus, or amendments or supplements
thereto, in reliance upon and in conformity with written information furnished
by such Holder expressly for use in such registration, or arise out of any
violation by such Holder of any provision of the Securities Act, or rule or
regulation promulgated thereunder, applicable to such Holder; provided, however,
that (x) the indemnification required by this Section 9(g)(2) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or expense
if settlement is effected without the consent of such Holder of Registrable
Securities, which consent shall not be unreasonably withheld, and (y) in no
event shall the amount of any indemnity under this Section 9(g)(2) exceed the
total proceeds from the applicable offering received by such participating
Holder.

                        (3) Promptly after receipt by an indemnified party of
notice of the commencement of any action involving a claim referred to in the
preceding paragraphs of


                                      -24-
<PAGE>

this Section 9(g), such indemnified party will, if a claim in respect thereof is
made against an indemnifying party, give written notice to the latter of the
commencement of such action. In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be responsible for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof; provided, however, that an indemnified party shall have the
right to retain its own counsel, with the reasonable fees and expenses to be
paid by the indemnifying party, if such indemnified party shall have reasonably
concluded that representation of such indemnified party or parties by the
counsel retained by the indemnifying party or parties would be inappropriate due
to actual or potential differing interests between such indemnified party or
parties and any other party represented by such counsel in such proceeding.

                        (4) If the indemnification provided for in this Section
9(g) is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, claim, damage, liability or action
referred to herein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amounts paid or payable by
such indemnified party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions which resulted in such loss, claim,
damage, liability or action as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

                  (g) Notwithstanding the provisions of the is Section 9, the
Company shall use its best efforts to have Warrants "C", "D", "E" and "F" listed
on a recognized exchange as soon as practicable following the effective date of
any Registration Statement filed in respect thereof.

10.   Survival of Representations, Warranties and Agreements.

All representations and warranties contained herein shall survive the issuance
of the Warrant and the exercise and purchase of the Warrant Shares. All
covenants contained herein shall survive indefinitely until, by their respective
terms, they are no longer operative.

11.   Remedies.

In case any one or more of the covenants and/or agreements set forth in this
Warrant shall have been breached by the Company or the Recipient, the Recipient
or the Company (as the case may be) may proceed to protect and enforce its
rights either by suit in equity and/or by action at law, including, but not
limited to, an action for damages as a result of any such breach and/or an
action for specific performance or injunctive relief with respect to any such
covenant or agreement contained in this Warrant if applicable. Notwithstanding
the foregoing, in the event of a breach at any time of the Company's
representation and warranty concerning the capitalization of the Company in
Section 8(c) hereof, the number of the Warrant Shares issuable pursuant hereto
shall automatically, with no further action on the part of any party


                                      -25-
<PAGE>

hereto, be adjusted to that amount which should have been issued had such
representation been true and correct at the time made.

12.   Company Notice.

All notices required to be given to the parties hereunder shall be in writing
and shall be deemed to have been given sufficiently for all purposes when
presented personally to such party, sent by facsimile to such party or sent by
certified or registered mail, return receipt requested, to such party at its
address set forth below:

      Company:          BioProgress Technology International, Inc.
                        9055 Huntcliff Trace
                        Atlanta, Georgia 30350-1735
                        Attention:  Chief Executive Officer
                        Facsimile: (770) 594 - 8613

      Recipient:
                        ____________________________________

                        ____________________________________

                        ____________________________________

                        ____________________________________

                        Facsimile:  (           )
                                    ________________________

Such notice shall be deemed to be given when received if delivered personally,
at the time of transmittal if sent via facsimile during regular business hours
of the receiving party (if sent outside of such regular business hours then at
9:00 a.m. on the next business day of the receiving party) or two days after the
date mailed if sent by certified or registered mail. Any notice of any change in
such address shall also be given in the manner set forth above. Whenever the
giving of notice is required, the giving of such notice may be waived in writing
by the party entitled to receive such notice.


                                      -26-
<PAGE>

13.   Governing Law; Jurisdiction, Etc.

This Warrant Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to its conflicts of laws
principles.

14.   Successors.

All the covenants and provisions hereof by or for the benefit of the Company or
the Recipient shall bind and inure to the benefit of their respective successors
and assigns hereunder, except as otherwise provided herein.

15.   Benefits Hereof.

Nothing herein shall be construed to give to any person or corporation other
than the Company and the Recipient, any legal or equitable right, remedy or
claim hereunder, but this Warrant shall be for the sole and exclusive benefit of
the Company and the Recipient.

16.   Captions.

The Captions of the sections and subsections hereof have been inserted for
convenience only and shall have no substantive effect.


                                      -27-
<PAGE>

IN WITNESS WHEREOF, the Company and the Recipient have duly executed this
Warrant Agreement as of the _________ day of __________, 2002.


                        BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.

                        Signed:
                                   ------------------------------

                        Title:
                                   ------------------------------


                        Recipient:

                        Signed:
                                   ------------------------------

                        Signed:
                                   ------------------------------


                                      -28-
<PAGE>

                                    Exhibit A

                   BioProgress Technology International, Inc.

             NOTICE OF ELECTION TO EXERCISE STOCK WARRANT ("Notice")

BioProgress Technology International, Inc.
9055 Huntcliff Trace
Atlanta, Georgia 30350-1735

Dear Sirs:

      I refer you to the Warrant Agreement by and between BioProgress Technology
International, Inc. and _______________________________________, dated as of
______________________,2002. All terms not otherwise defined herein have the
meanings assigned to them in the Warrant Agreement.
_____________________________________ hereby exercises its Warrant to purchase
the following shares available to it:

Warrant to be exercised [___________] (Enter Warrant "A", "B", "C", "D",
"E" or "F" as appropriate)

                              Number of         Price             Total
      Type of Stock           Shares            Per Share         Cost
      -------------           ------            ---------         ----

BioProgress Technology        __________  x     __________  =     ____________
International, Inc. Common Stock

      Enclosed is a check or money order for $________, made payable to
      "BioProgress Technology International, Inc.," in payment for the
      shares being purchased.
                                       or
      Funds have been wired electronically to the account of BioProgress
      Technology International, Inc. as set out in the Subscription Agreement in
      the amount of $ in payment for the shares being purchased.


Social Security Number: _________________________________ (required for
U.S. citizens)

The address to be registered is:    __________________________________________

                                    __________________________________________

                                    __________________________________________

Send the certificate(s) to:         _________________________________________
(if different from above)
                                    __________________________________________

                                    __________________________________________

Very truly yours,

Signed:_____________________________      Signed: ____________________________

Date:  _______________________            Date:  _______________________


                                      -29-