NUMBER B                                                                WARRANTS

                           ELITE PHARMACEUTICALS, INC.

                         COMMON STOCK PURCHASE WARRANTS

THIS CERTIFIES THAT:

IS THE OWNER OF

OR REGISTERED  ASSIGNS, IS ENTITLED TO PURCHASE ONE FULLY PAID AND NONASSESSABLE
SHARE OF ELITE PHARMACEUTICALS,  INC., A DELAWARE CORPORATION (HEREIN CALLED THE
COMPANY) FOR EACH  WARRANT  EVIDENCED  BY THIS  CERTIFICATE  FOR $5.00 PER SHARE
COMMENCING JUNE 23, 1999 AND EXPIRING JUNE 23, , 2004,  UPON ITS SURRENDER,  AND
PAYMENT OF THE PURCHASE PRICE AT THE AGENT'S OFFICE,  201 BLOOMFIELD AVE VERONA,
NEW JERSEY 07044 SUBJECT TO THE FOLLOWING CONDITIONS:

1. THE EXERCISE PRICE IS PAYABLE IN CASH, CERTIFIED CHECK OR BANK DRAFT.

2.  ADJUSTMENT IN THE EXERCISE  PRICE OR NUMBER OF SHARES  ISSUABLE WILL BE MADE
FOR  STOCK  SPLITS,  RECAPITALIZATION,  MERGER,  CONSOLIDATION  OR  OTHER  EVENT
AFFECTING  WARRANT  HOLDERS  INTEREST.  ADJUSTMENTS  FOR THE  STATED  EVENT WILL
MAINTAIN THE WARRANT  HOLDER'S SAME RELATIVE  POSITION TO THE COMPANY AS EXISTED
PRIOR TO EXERCISE.

3. WARRANT EXERCISE REQUIRES APPROPRIATE COMPLETION OF THE "ELETION TO PURCHASE"
PRINTED ON THE BACK OF THIS  CERTIFICATE,  IF THE EXERCISED SHARES ARE LESS THAN
THE TOTAL NUMBER OF WARRANTS ON THE BACK OF THIS  CERTIFICATE.  IF THE EXERCISED
SHARES ARE LESS THAN THE TOTAL NUMBER OF WARRANTS CONTAINED IN THIS CERTIFICATE,
THE HOLDER WILL BE ISSUED A NEW  CERTIFICATE  GIVING CREDIT FOR THE  UNEXERCISED
WARRANTS.

4. NO  FRACTIONAL  SHARES WILL BE ISSUED  UPON  EXERCISE.  THE COMPANY  WILL PAY
HOLDERS THE  PROPORTIONATE  PURCHASE  PRICE FOR ANY  FRACTIONAL  SHARES  ARISING
THROUGH ADJUSTMENTS.

5. THIS CERTIFICATE CONTAINS ALL THE WARRANT AND RIGHTS OF THE WARRANT HOLDER.

6. THE HOLDER OR HIS AUTHORIZED  AGENT IS ENTITLED TO EXCHANGE THIS  CERTIFICATE
FOR NEW CERTIFICATES TOTALING EQUIVALENT WARRANTS IN NUMBER AND CLASS TO THE OLD
UPON PAYMENT OF THE WARRANT AGENT'S FEE.

7.  HOLDERS CAN  REGISTER  OR  TRANSFER  CERTIFICATES  AT THE  WARRANTS  AGENT'S
PRINCIPAL  OFFICE AFTER PAYMENT OF FEES AND APPLICABLE  TAXES.  NEW CERTIFICATES
WILL BE EQUIVALENT TO THE OLD AND TOTALING THE WARRANTS  ISSUED TO THE HOLDER OR
HIS  TRANSFEREE  IN  EXCHANGE  FOR THE OLD,  AND  CONTAINING  THE SAME TERMS AND
WARRANT AMOUNTS.

8. PRIOR TO PRESENTMENT FOR  REGISTRATION  OR TRANSFER,  THE COMPANY AND WARRANT
AGENT MAY TREAT THE  REGISTERED  WARRANT  HOLDER AS THE  ABSOLUTE  OWNER OF THIS
CERTIFICATE FOR EXERCISE, TRANSFER, OR ANY OTHER PURPOSE AND NEITHER THE COMPANY
NOR THE  WARRANT  AGENT  SHALL BE  AFFECTED  BY ANY  NOTICE  IN  WRITING  TO THE
CONTRARY.

9. IF THIS  CERTIFICATE IS SURRENDERED FOR WARRANT  EXERCISE WHILE THE COMPANY'S
TRANSFER BOOKS ARE CLOSED,  SHARE CERTIFICATE WILL NOT BE ISSUED UNTIL THE BOOKS
ARE REOPENED FOR TRANSFER.

10.  THIS  WARRANT IS NOT  EXERCISABLE  BEYOND THE  EXPIRATION  DATE SHOWN ABOVE
UNLESS  EXTENDED  IN WRITING BY THE  COMPANY.  FAILURE TO  EXERCISE  SOME OR ALL
WARRANTS WITHIN THE TIME PERIOD VOIDS THEM.

      COUNTERSIGNED;

DATED:                                               JERSEY TRANSFER & TRUST CO.
                             201 BLOOMFIELD AVE. (P.O. BOX 36), VERONA, NJ 07044
                                                                  TRANSFER AGENT
  ELITE PHARMACEUTICALS, INC.

                                                            AUTHORIZED SIGNATURE

                  SECRETARY                      PRESIDENT