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This Warrant And The Shares Of Common Stock Underlying This Warrant - CAPRIUS INC - 7-26-2000

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This Warrant And The Shares Of Common Stock Underlying This Warrant - CAPRIUS INC - 7-26-2000 Powered By Docstoc
					EXHIBIT 4.7 VOID AFTER 5:00 P.M., EASTERN TIME, ON MARCH 7, 2005 THIS WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR IN A TRANSACTION THAT, IN THE OPINION OF COUNSEL TO CAPRIUS, INC., QUALIFIES AS AN EXEMPT TRANSACTION UNDER SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. CAPRIUS, INC. COMMON STOCK PURCHASE WARRANT
No. ---------Shares

CAPRIUS, INC., a Delaware corporation (the "Company"), hereby

certifies that (the "Initial Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, shares (the "Shares") of fully paid and non-assessable Common Stock of the Company, par value $.01 per share, at a purchase price of ($ ) per Share, subject to adjustment from time to time pursuant to Section 3 hereof (the "Exercise Price"). The term "Common Stock" means, unless the context otherwise requires, the Company's Common Stock, par value $.01 per share, or other securities or property at the time deliverable upon the exercise of this Warrant. This Warrant is one of a series (the "Series") of Common Stock Purchase Warrants initially issued for an aggregate of up to 38,500 shares of Common Stock and as part of the terms and conditions of loans extended to the Company in aggregate principal amount of $70,000. 1 Exercise. 1.1 Timing of Exercise. This Warrant shall be exercisable in whole or in part from time to time commencing as of the date hereof and expiring at 5:00 P.M., New York time, on March 7, 2005 (the "Expiration Date"), subject to earlier termination as provided herein, and may not be exercised thereafter. 1.2 Manner of Exercise. The purchase rights evidenced by this Warrant shall be exercised by the Initial Holder or any person permitted by Section 6.1 herein (collectively, "the Holder"), by surrendering this Warrant, with the Notice of Exercise in the form of Exhibit A hereto duly executed by the Holder, to the Company at its principal office (or such other office as may be designated by the Company to the Holder), accompanied by payment (in cash, by wire transfer or by certified or official bank check or checks) of the Exercise Price. 1.3 Partial Exercise. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, in which case the number of shares receivable upon the exercise of this Warrant as a

whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder a new Warrant or Warrants of like tenor calling for the number of shares of Common Stock as to which rights have not been exercised, such Warrant or Warrants to be issued in the name of the Holder. 2. Delivery of Stock Certificates Upon Exercise. As soon as practicable after the exercise of this Warrant, and in

whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder a new Warrant or Warrants of like tenor calling for the number of shares of Common Stock as to which rights have not been exercised, such Warrant or Warrants to be issued in the name of the Holder. 2. Delivery of Stock Certificates Upon Exercise. As soon as practicable after the exercise of this Warrant, and in any event within five (5) business days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which the Holder shall be entitled upon such exercise. Any shares of Common Stock as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise, and the Holder shall thereupon be deemed to be the owner of record of such shares. 3. Anti-Dilution Adjustments. 3.1 Change in Capitalization. In case of any stock split, stock dividend or similar transaction which increases or decreases the number of outstanding shares of Common Stock, appropriate adjustment shall be made by the Board of Directors of the Company to the number of Shares, and the Exercise Price per Share, of Common Stock which may be purchased under this Warrant. 3.2 Consolidation, Merger and Sale of Assets. (a) In case of any consolidation of the Company with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, upon any such consolidation, merger, sale or conveyance and the surviving entity is a publicly traded company, the Company agrees that a condition of such transaction will be that the Company or such successor or purchasing corporation, as the case may be, shall assume the obligations of the Company hereunder in writing. In the case of any such consolidation, merger or sale or conveyance, the Holder shall have the right until the Expiration Date upon payment of the Exercise Price in effect immediately prior to such action, to receive the kind and amount of shares and other securities and/or property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this Section 3.2(a) shall similarly apply to successive consolidations, mergers, sales or conveyances. (b) In case of any consolidation of the Company with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, upon any such consolidation, merger, sale or conveyance and the surviving entity is a non-publicly traded company, the Company agrees that a condition of such transaction will be that the Company shall mail to the Holder at the earliest applicable time (and, in any event not less than 20 days before any record date for determining the persons entitled to receive the consideration payable in such transaction) written notice of such record date. Such notice shall also set forth facts as shall indicate the effect 2

of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price of and the kind and amount of the shares of stock and other securities and property deliverable upon exercise of this Warrant. Upon the closing of the transaction referenced in the foregoing notice, this Warrant to the extent then unexercised shall terminate 3.3 Exchanges and Distributions With Respect to Common Stock. If the Company shall exchange for its Common Stock or distribute with respect to its Common Stock other securities issued by it, the Company shall give notice thereof to the Holder, and the Holder shall have the right thereafter (until the expiration of this Warrant) to exercise this Warrant for the kind and amount of shares of stock and other securities retained or received by a holder of the number of shares of Common Stock of the Company into which this Warrant might have been converted immediately prior to such exchange or distribution, subject to adjustment as provided hereinabove.

of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price of and the kind and amount of the shares of stock and other securities and property deliverable upon exercise of this Warrant. Upon the closing of the transaction referenced in the foregoing notice, this Warrant to the extent then unexercised shall terminate 3.3 Exchanges and Distributions With Respect to Common Stock. If the Company shall exchange for its Common Stock or distribute with respect to its Common Stock other securities issued by it, the Company shall give notice thereof to the Holder, and the Holder shall have the right thereafter (until the expiration of this Warrant) to exercise this Warrant for the kind and amount of shares of stock and other securities retained or received by a holder of the number of shares of Common Stock of the Company into which this Warrant might have been converted immediately prior to such exchange or distribution, subject to adjustment as provided hereinabove. 3.4 Officer's Certificate. Whenever the Exercise Price per Share or the number of shares of Common Stock subject to this Warrant is adjusted, the Company shall promptly mail to the Holder of this Warrant a notice of adjustment, which notice shall include a brief statement of the facts requiring the adjustment and the manner of computing it and shall be certified by the chief financial officer of the Company. The determination of the adjustment shall be made by the Company in its sole discretion and shall be final and binding upon the Holder. 4. Shares to Be Fully Paid; Reservation of Capital Stock Issuable Upon Exercise of Warrants. The Company covenants and agrees that any shares issued hereunder will, upon issuance, be fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company shall at all times reserve and keep available out of its authorized but unissued capital stock, solely for the issuance and delivery upon the exercise of this Warrant, such number of its duly authorized shares of Common Stock as from time to time shall be issuable upon the exercise of this Warrant. 5. Fractional Shares. The Company shall not issue fractions of shares of Common Stock upon exercise of this Warrant or scrip in lieu thereof. If any fraction of a share of Common Stock would, except for the provisions of this Section 5, be issuable upon exercise of this Warrant, then the number of shares of Common Stock to be issued shall be rounded up or down to the nearest whole share. 6. Transfer Restrictions 6.1 Transfer. A Holder, including the Initial Holder or any subsequent Holder, may transfer this Warrant only to (i) any other Holder, (ii) any entity controlled by, controlling or under common control of the Holder, or for which the Holder is acting as the representative, or to one or more of its shareholders, directors, officers, members, employees or limited or general partners, or to entities that manage or co-manage the Holder or any of its limited or general partners, or (iii) any member of the immediate family (which shall be deemed to include a spouse, parent, or child) of an individual Holder or trust for the benefit of any such individual. Prior to any such transfer, the Holder must deliver the Assignment Form in the form of Exhibit B hereto and provide information to the Company, in writing, regarding the proposed transferee sufficient for the Company to determine the eligibility of such transferee under this Section 6. 3 6.2 Securities Laws. The Holder of this Warrant, by accepting delivery of the same, hereby: (a) acknowledges that any shares of Common Stock issued pursuant to the exercise of this Warrant may not be registered under the Securities Act of 1933, as amended (the "Securities Act"), at the time issued; (b) agrees that, upon the exercise of this Warrant, it shall make the customary representations and warranties as may be requested by counsel to the Company in order for the Company to properly rely upon Section 4(2) of the Securities Act regarding exemption from registration thereunder, and, in connection with such exemption, that any certificates representing shares of Common Stock issued pursuant to this Warrant would reflect an appropriate legend regarding restrictions upon transferability; and (c) agree to indemnify the Company, and hold it harmless from and against, any and all losses, expenses (including attorneys' fee), costs and damages arising form or relating to any violation of applicable state securities

6.2 Securities Laws. The Holder of this Warrant, by accepting delivery of the same, hereby: (a) acknowledges that any shares of Common Stock issued pursuant to the exercise of this Warrant may not be registered under the Securities Act of 1933, as amended (the "Securities Act"), at the time issued; (b) agrees that, upon the exercise of this Warrant, it shall make the customary representations and warranties as may be requested by counsel to the Company in order for the Company to properly rely upon Section 4(2) of the Securities Act regarding exemption from registration thereunder, and, in connection with such exemption, that any certificates representing shares of Common Stock issued pursuant to this Warrant would reflect an appropriate legend regarding restrictions upon transferability; and (c) agree to indemnify the Company, and hold it harmless from and against, any and all losses, expenses (including attorneys' fee), costs and damages arising form or relating to any violation of applicable state securities or "blue sky" laws in connection with the issuance, sale, delivery or exercise of this Warrant and the issuance, sale and delivery of shares of Common Stock upon any exercise of this Warrant. 7. Registration Under the Securities Act of 1933. 7.1 Piggy-Back Rights. (a) If at any time prior to the Expiration Date the Company proposes to register shares of its Common Stock under the Securities Act on any form for the registration of its Common Stock under the Securities Act (the "Registration Statement") for the account of stockholders (other than a registration relating to (i) a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation; or (iii) a registration of securities proposed to be issued in exchange for other securities of the Company) in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will at such time give prompt written notice to the Holder of its intention to do so and of the Holder's rights under this Section 7.1. Such rights are referred to hereinafter as "Piggyback Registration Rights". Upon the written request of the Holder to the Company made within ten (10) days after the giving of any such notice (which request shall specify the number of Shares intended to be disposed of by the Holder and the intended method of disposition thereof), the Company will include in the Registration Statement the Shares which the Company has been so requested to register by the Holder, provided that the Company's obligation shall continue after exercise of the Warrants, but it need not include any Shares in a Registration Statement filed after the Expiration Date. (b) If, any time after giving written notice of its intention to register any securities in a Piggyback Registration but prior to the effective date of the related Registration Statement filed in connection with such Piggyback Registration, the Company shall determine for any reason not to register such securities, the Company will give written notice of such 4

determination to the Holder and thereupon shall be relieved of its obligation to register any Shares in connection with such Piggyback Registration. (c) The Holder may elect in writing, not later than three (3) business days prior to the effectiveness of the Piggyback Registration not to have his Shares so included in connection with the Registration Statement. (d) If the securities covered by the Registration Statement are to be underwritten, the Company shall not be required to include therein any of the Shares unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If in the opinion of the managing underwriter, the registration of all, or a part of, the Shares which the Holder has requested to be included in the Registration Statement would adversely affect such public offering, then, (i) the Company shall be required to include in the underwriting only the number of Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect, and the number of Shares that may be included in such registration shall be allocated among all selling stockholders, requesting to participate in such registration in proportion (as nearly as

determination to the Holder and thereupon shall be relieved of its obligation to register any Shares in connection with such Piggyback Registration. (c) The Holder may elect in writing, not later than three (3) business days prior to the effectiveness of the Piggyback Registration not to have his Shares so included in connection with the Registration Statement. (d) If the securities covered by the Registration Statement are to be underwritten, the Company shall not be required to include therein any of the Shares unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If in the opinion of the managing underwriter, the registration of all, or a part of, the Shares which the Holder has requested to be included in the Registration Statement would adversely affect such public offering, then, (i) the Company shall be required to include in the underwriting only the number of Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect, and the number of Shares that may be included in such registration shall be allocated among all selling stockholders, requesting to participate in such registration in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by each selling stockholder (including the Holder), or (ii) the Company may require the selling shareholders (including the Holder) to delay any offering of the Shares for a period of up to ninety (90) days. (e) The Company is obligated to file only one Registration Statement pursuant to this Section 7 which is declared effective under the Securities Act. The Piggyback Registration Rights under this Section 7 are the only rights granted by the Company to the Holder to include the Shares in a Registration Statement. 7.2 Obligations of the Company. (a) The Company shall comply with the requirements of this Section 7 at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASDAQ or Exchange fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the Registration Statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and any underwriter's accountable and nonaccountable expense allowances attributable to the offer and sale of the Shares or the fees and expenses of counsel to the Holder, all of which expenses shall be borne by the Holder of this Warrant. The Company shall include in the Piggyback Registration, and the prospectus included therein, all information and materials necessary or advisable to comply with the applicable statutes and regulations so as to permit the public sale of the Shares by the Holder. (b) The Company shall supply to the Holder a reasonable number of copies of the preliminary, final or other prospectus, all prepared in conformity with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and such other documents as the Holder shall reasonably request. (c) The Company shall cooperate with respect to (i) all necessary or advisable actions relating to the preparation and the filing of the Piggyback Registration and arising from the provisions of this Section 7, (ii) 5

all reasonable efforts to establish an exemption from the provisions of the Securities Act or any other federal or state securities statutes, (iii) all necessary or advisable actions to register or qualify the public offering at issue pursuant to federal securities statutes and the state "blue sky" securities statutes of each jurisdiction that the Holder shall reasonably request, and (iv) all other necessary or advisable actions to enable the Holder of this Warrant and/or the Shares to complete the contemplated disposition of the Shares in each reasonably requested jurisdiction. (d) The Company shall keep the Registration Statement to which this Section 7 applies, and all amendments thereto, effective and current under the Securities Act for a period ending not sooner than ninety (90) days after their initial effective date (excluding any lock-up period) and cooperate with respect to all necessary or advisable action to permit the completion of the public sale or other disposition of the securities included therein. (e) The Company shall indemnify and hold harmless the Holder from and against all losses, claims, damages, and

all reasonable efforts to establish an exemption from the provisions of the Securities Act or any other federal or state securities statutes, (iii) all necessary or advisable actions to register or qualify the public offering at issue pursuant to federal securities statutes and the state "blue sky" securities statutes of each jurisdiction that the Holder shall reasonably request, and (iv) all other necessary or advisable actions to enable the Holder of this Warrant and/or the Shares to complete the contemplated disposition of the Shares in each reasonably requested jurisdiction. (d) The Company shall keep the Registration Statement to which this Section 7 applies, and all amendments thereto, effective and current under the Securities Act for a period ending not sooner than ninety (90) days after their initial effective date (excluding any lock-up period) and cooperate with respect to all necessary or advisable action to permit the completion of the public sale or other disposition of the securities included therein. (e) The Company shall indemnify and hold harmless the Holder from and against all losses, claims, damages, and liabilities, including, but not limited to, reasonable attorneys' fees and any and all expenses reasonably incurred in investigating, preparing, defending or settling any claim, arising from or relating to (i) any untrue or alleged untrue statement of a material fact contained in Registration Statement to which this Section 7 applies, or (ii) any omission or alleged omission to state a material fact necessary to make the statements contained in Registration Statement to which this Section 7 applies not misleading; provided, however, that the indemnification continued in this clause shall not apply if the untrue statement or omission, or alleged untrue statement or omission, was the result of information furnished in writing to the Company by the Holder expressly for use in the Registration Statement at issue or was the result of oral representations made by the Holder in connection with the sale of the Shares. To the extent that the indemnification contained in this provision applies, the Company also shall indemnify and hold harmless each officer, director, employee, controlling person or agent of an indemnified Holder. 7.3 Obligations of the Holder. (a) The Company's obligations contained in this Section 7 shall be conditioned upon a timely receipt by the Company in writing of the following: (i) Information as to the terms of the contemplated public offering furnished by and on behalf of the Holder intending to make a public distribution of Shares; and (ii) Such other information as the Company may reasonably require from the Holder, or any underwriter for the Holder, for inclusion in the Piggyback Registration. (b) The Holder shall indemnify the Company and its officers, directors and agent and any other selling stockholders and underwriters with respect to an untrue statement of material fact or omission of material fact which was the result of information furnished in writing to the Company from the Holder and which was included in the Registration Statement. (c) The Holder acknowledges that the Company shall have no obligation to include the Shares in a Piggyback Registration if the Shares then can be publicly sold pursuant to Rule 144 under the Securities Act. 6 8. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement, and if requested by the Board of Directors, a bond in an amount reasonably satisfactory to it, or (in the case mutilation) upon surrender and cancellation hereof, the Company will issue in lieu thereof a new Warrant of like tenor. 9. Rights as a Warrant Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity except with respect to certificates representing shares of Common Stock issued upon exercise of this Warrant. The rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein. Prior to due presentment for transfer of this Warrant, the Company may deem and treat the Holder as the absolute owner of this Warrant for purposes of any exercise hereof and for all other purposes and such right of the Company shall not be affected by

8. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement, and if requested by the Board of Directors, a bond in an amount reasonably satisfactory to it, or (in the case mutilation) upon surrender and cancellation hereof, the Company will issue in lieu thereof a new Warrant of like tenor. 9. Rights as a Warrant Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity except with respect to certificates representing shares of Common Stock issued upon exercise of this Warrant. The rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein. Prior to due presentment for transfer of this Warrant, the Company may deem and treat the Holder as the absolute owner of this Warrant for purposes of any exercise hereof and for all other purposes and such right of the Company shall not be affected by any notice to the contrary. 10. Subdivision of Rights. This Warrant (as well as any new warrant issued pursuant to the provisions of this Section) is exchangeable upon the surrender hereof by the Holder at the principal office of the Company for any number of new warrants of like tenor and date representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock of the Company that may be subscribed for and purchased hereunder. 11. Sending of Notices. All notices and other communications with respect to this Warrant shall be in writing and sent by express mail or courier service or by personal delivery, if to the Holder, to the address set forth at the end of this Warrant, and if to the Company, to One Parker Plaza, Fort Lee, New Jersey 07024, or to such other address as either party hereto may duly give to the other. 12. Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of the terms hereof. 13. Change, Waiver, Discharge or Termination. This Warrant sets forth the entire agreement between the Company and the Holder with respect to the matters herein. Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. The Company shall not amend any other Warrant issued as part of this Series to make terms thereunder more favorable to the Holder thereof without offering the same amended terms to the Holder hereof. 7 14. Governing Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware. CAPRIUS, INC. By: Dated: March 7, 2000 Agreed to:

Tax Identification No. 8 EXHIBIT A NOTICE OF EXERCISE

14. Governing Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware. CAPRIUS, INC. By: Dated: March 7, 2000 Agreed to:

Tax Identification No. 8 EXHIBIT A NOTICE OF EXERCISE (To be executed by a Holder desiring to exercise the right to purchase Shares pursuant to a Warrant.) The undersigned Holder of a Warrant hereby: (a) Irrevocably elects to exercise the Warrant to the extent of purchasing Shares; (b) Makes payment in full of the aggregate Exercise Price for those Shares in the amount of $ by wire transfer or the delivery of certified funds or a bank cashier's check in the amount of $ ; (c) Requests that a certificate for such Shares be issued in the name of the undersigned, or, if the name and address of some other person is specified below, in the name of such other person:

(Name and address of person other than the undersigned in whose name Shares are to be registered.) (d) Requests, if the number of Shares purchased are not all the Shares purchasable pursuant to the unexercised portion of the Warrant, that a new Warrant of like tenor for the remaining Shares purchasable pursuant to the Warrant be issued and delivered to the undersigned at the address stated below.
Dated: ---------------------------

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

(This signature must conform in all respects to the name of the Holder as specified on the face of the Warrant.)
--------------------------------Social Security Number -----------------------------------------Printed Name

Address: --------------------------------------------------------------------------Stock Warrant No.: ##

EXHIBIT A NOTICE OF EXERCISE (To be executed by a Holder desiring to exercise the right to purchase Shares pursuant to a Warrant.) The undersigned Holder of a Warrant hereby: (a) Irrevocably elects to exercise the Warrant to the extent of purchasing Shares; (b) Makes payment in full of the aggregate Exercise Price for those Shares in the amount of $ by wire transfer or the delivery of certified funds or a bank cashier's check in the amount of $ ; (c) Requests that a certificate for such Shares be issued in the name of the undersigned, or, if the name and address of some other person is specified below, in the name of such other person:

(Name and address of person other than the undersigned in whose name Shares are to be registered.) (d) Requests, if the number of Shares purchased are not all the Shares purchasable pursuant to the unexercised portion of the Warrant, that a new Warrant of like tenor for the remaining Shares purchasable pursuant to the Warrant be issued and delivered to the undersigned at the address stated below.
Dated: ---------------------------

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

(This signature must conform in all respects to the name of the Holder as specified on the face of the Warrant.)
--------------------------------Social Security Number -----------------------------------------Printed Name

Address: --------------------------------------------------------------------------Stock Warrant No.: ##

EXHIBIT B ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned, , hereby sells, assigns and transfers unto: Name: (Please type or print in block letters.) Address: the right to purchase shares (the "Shares") of Caprius, Inc. (the "Company") pursuant to the terms and conditions of the Warrant held by the undersigned. The undersigned hereby authorizes and directs the Company (i) to issue and deliver to the above-named assignee at the above address a new Warrant pursuant to which the rights to purchase being assigned may be exercised, and (ii) if there are rights to purchase Shares remaining pursuant to the undersigned's Warrant after the assignment contemplated herein, to issue and deliver to the undersigned at the address stated below a new Warrant

EXHIBIT B ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned, , hereby sells, assigns and transfers unto: Name: (Please type or print in block letters.) Address: the right to purchase shares (the "Shares") of Caprius, Inc. (the "Company") pursuant to the terms and conditions of the Warrant held by the undersigned. The undersigned hereby authorizes and directs the Company (i) to issue and deliver to the above-named assignee at the above address a new Warrant pursuant to which the rights to purchase being assigned may be exercised, and (ii) if there are rights to purchase Shares remaining pursuant to the undersigned's Warrant after the assignment contemplated herein, to issue and deliver to the undersigned at the address stated below a new Warrant evidencing the right to purchase the number of Shares remaining after issuance and delivery of the Warrant to the above-named assignee. Except for the number of Shares purchasable, the new Warrant to be issued and delivered by the Company is to contain the same terms and conditions as the undersigned's Warrant. This Assignment is subject to receipt by the Company of such investment representations by the assignee, as may be reasonably required under the Securities Act of 1933, as amended. To complete the assignment contemplated by this Assignment Form, the undersigned hereby irrevocably constitutes and appoints as the undersigned's attorneyin-fact to transfer the Warrant and the rights thereunder on the books of the Company with full power of substitution for these purposes.
Dated: ---------------------------

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

(This signature must conform in all respects to the name of the Holder as specified on the face of the Warrant.)
--------------------------------Social Security Number or Employer ID Number -----------------------------------------Printed Name

Address: ---------------------------------------------------------------------------

Stock Warrant No.: ##

THELEN REID & PRIEST LLP NEW YORK ATTORNEYS AT LAW NEW YORK OFFICE SAN FRANCISCO 40 WEST 57TH STREET DIRECT DIAL NUMBER WASHINGTON, D.C. NEW YORK, N.Y. 10019-4097 LOS ANGELES TEL (212) 603-2000 FAX (212) 603-2001 SAN JOSE www. thelenreid.com New York, New York July 11, 2000 Caprius, Inc. One Parker Plaza Fort Lee, New Jersey 07024

THELEN REID & PRIEST LLP NEW YORK ATTORNEYS AT LAW NEW YORK OFFICE SAN FRANCISCO 40 WEST 57TH STREET DIRECT DIAL NUMBER WASHINGTON, D.C. NEW YORK, N.Y. 10019-4097 LOS ANGELES TEL (212) 603-2000 FAX (212) 603-2001 SAN JOSE www. thelenreid.com New York, New York July 11, 2000 Caprius, Inc. One Parker Plaza Fort Lee, New Jersey 07024 Gentlemen: We have acted as counsel to Caprius, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form SB-2 (the "Registration Statement") relating to the registration of (A) 2,186,697 shares of the Company's Common Stock, $.10 par value per share (the "Common Stock"), which have been issued in various private placements (the "Private Placements"), and (B) 5,886,398 shares of Common Stock issuable upon exercise of presently exercisable warrants (the "Warrants") and options (the "Options"). This opinion is being rendered in connection with the filing by the Company of the Registration Statement. For purposes of this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Certificate of Incorporation and By-Laws of the Company, as in effect on the date hereof; (iii) the warrant agreements relating to the Warrants; (iv) the option agreements relating to the Options; (v) agreements and documents relating to the Private Placements; (vi) the resolutions adopted by the Board of Directors of the Company relating to each of the foregoing and (vii) such other documents, certificates or other records as we have deemed necessary or appropriate. Based upon the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that: (1) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (2) The shares of Common Stock included in the Registration Statement which are presently issued and outstanding were duly authorized, validly issued, and are fully paid and non-assessable. (3) The shares of Common Stock included in the Registration Statement to be issued upon the exercise of the Warrants will be duly authorized and validly issued, and fully paid and non-assessable when such Warrants are

January 27, 2000 Page 2 duly exercised and the exercise price is paid for the shares of Common Stock underlying such Warrants in accordance with the terms of the respective warrant agreements. (4) The shares of Common Stock included in the Registration Statement to be issued upon the exercise of the Options will be duly authorized and validly issued, and fully paid and non-assessable when such Options are duly exercised and the exercise price is paid for the shares of Common Stock underlying such Options in accordance with the terms of the respective option agreements. We are members of the Bar of the State of New York and do not hold ourselves out as experts concerning, or qualified to render opinions with respect to, any laws other than the laws of the State of New York, the federal

January 27, 2000 Page 2 duly exercised and the exercise price is paid for the shares of Common Stock underlying such Warrants in accordance with the terms of the respective warrant agreements. (4) The shares of Common Stock included in the Registration Statement to be issued upon the exercise of the Options will be duly authorized and validly issued, and fully paid and non-assessable when such Options are duly exercised and the exercise price is paid for the shares of Common Stock underlying such Options in accordance with the terms of the respective option agreements. We are members of the Bar of the State of New York and do not hold ourselves out as experts concerning, or qualified to render opinions with respect to, any laws other than the laws of the State of New York, the federal laws of the United States and the General Corporation Law of the State of Delaware. We hereby consent to the reference to this firm under the caption "Legal Matters" in the Prospectus included in the Registration Statement and to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5 to the Registration Statement. Very truly yours, Thelen Reid & Priest LLP THELEN REID & PRIEST LLP

EXHIBIT 10.15 SUBSCRIPTION AGREEMENT AGREEMENT, made as of the date set forth below between CAPRIUS, INC., a Delaware corporation (the "Company"), with its principal office at One Parker Plaza, Fort Lee, New Jersey 07024, and the undersigned (the "Subscriber"). W I T N E S S E T H: WHEREAS, the Company desires to offer and issue (the "Offering") up to 150 units ("Units") in a private placement, each Unit consisting of (i) $10,000 principal amount of Secured Promissory Notes of the Company (the "Secured Notes") and (ii) 10,000 redeemable warrants (the "Warrants") to purchase shares of Common Stock, $.01 par value ("Common Stock") of the Company, on the terms and conditions hereinafter set forth, and the Subscriber desires to acquire that number of Units set forth on the signature page hereof (the Units, Secured Notes and/or Warrants are sometimes referred to herein as the "Securities"); WHEREAS, the Secured Notes shall bear interest at the rate of 11% per annum, are to be secured by a lien on all of the assets of the Strax Division of the Company as described in a separate Security Agreement (the "Security Agreement"), and mature on May 31, 2001, subject to earlier prepayment or extension of the maturity date as set forth in the Secured Notes; WHEREAS, each Warrant shall entitle the holder thereof to purchase one share of Common Stock for a period of five years commencing six (6) months from the closing date (the "Closing Date") of the Offering at an exercise price of $.20 per Warrant; NOW, THEREFORE, for and in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows: I. SUBSCRIPTION FOR UNITS

EXHIBIT 10.15 SUBSCRIPTION AGREEMENT AGREEMENT, made as of the date set forth below between CAPRIUS, INC., a Delaware corporation (the "Company"), with its principal office at One Parker Plaza, Fort Lee, New Jersey 07024, and the undersigned (the "Subscriber"). W I T N E S S E T H: WHEREAS, the Company desires to offer and issue (the "Offering") up to 150 units ("Units") in a private placement, each Unit consisting of (i) $10,000 principal amount of Secured Promissory Notes of the Company (the "Secured Notes") and (ii) 10,000 redeemable warrants (the "Warrants") to purchase shares of Common Stock, $.01 par value ("Common Stock") of the Company, on the terms and conditions hereinafter set forth, and the Subscriber desires to acquire that number of Units set forth on the signature page hereof (the Units, Secured Notes and/or Warrants are sometimes referred to herein as the "Securities"); WHEREAS, the Secured Notes shall bear interest at the rate of 11% per annum, are to be secured by a lien on all of the assets of the Strax Division of the Company as described in a separate Security Agreement (the "Security Agreement"), and mature on May 31, 2001, subject to earlier prepayment or extension of the maturity date as set forth in the Secured Notes; WHEREAS, each Warrant shall entitle the holder thereof to purchase one share of Common Stock for a period of five years commencing six (6) months from the closing date (the "Closing Date") of the Offering at an exercise price of $.20 per Warrant; NOW, THEREFORE, for and in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows: I. SUBSCRIPTION FOR UNITS 1.1 Subscription. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of Units as set forth upon the signature page hereof at a price equal to $10,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price (the "Purchase Price"). 1.2 Payment The Purchase Price is payable into a separate escrow account (the "Escrow Account") by certified or bank check or wire transfer contemporaneously with the execution and delivery of this Subscription Agreement as set forth on Schedule I attached contained in the Units will be held in escrow and delivered as set forth herein. 1.3 Escrow and Closing. The Subscriber understands that his purchase of Units is contingent upon the Company making sales (against cleared funds) of a minimum of 100 Units ($1,000,000) prior to the Termination Date, as defined in Article IV hereof. In the event subscriptions for 100 Units are not received by the Termination Date, all funds held in the Escrow Account shall be returned to the Subscribers without interest or deduction. Upon the receipt of

funds for 100 Units on or prior to the Termination Date, the Offering will close and the Company will deliver the Secured Notes and the Warrants contained in the Units to the Subscribers within ten (10) days following the Closing Date and the escrowed funds will be immediately released to the Company. II. REPRESENTATIONS BY SUBSCRIBER 2.1 Offering Documents. The Subscriber hereby acknowledges (i) receipt of a confidential Term Sheet and the attachments thereto (the "Offering Documents") and (ii) the careful review of the Offering Documents. The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company recently changed its primary business to the manufacture and sale of diagnostic test kits; (ii) the net proceeds of this

funds for 100 Units on or prior to the Termination Date, the Offering will close and the Company will deliver the Secured Notes and the Warrants contained in the Units to the Subscribers within ten (10) days following the Closing Date and the escrowed funds will be immediately released to the Company. II. REPRESENTATIONS BY SUBSCRIBER 2.1 Offering Documents. The Subscriber hereby acknowledges (i) receipt of a confidential Term Sheet and the attachments thereto (the "Offering Documents") and (ii) the careful review of the Offering Documents. The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company recently changed its primary business to the manufacture and sale of diagnostic test kits; (ii) the net proceeds of this Offering will be used primarily for the repayment of acquisition indebtedness; (iii) the Company will require substantial funds in addition to the proceeds of this Offering; (iv) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in Units; (v) investors may not be able to liquidate their investment; and (vi) transferability of the Securities is restricted and marketability of the Common Stock is extremely limited. 2.2 Accredited Investor. The Subscriber represents that he is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.3 Investment Experience. The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities, or he has retained the services of an investment advisor, attorney or accountant (the "representative") to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment. 2.4 Access. The Subscriber hereby represents that he (or his representative) has been furnished by the Company during the course of this transaction with all information regarding the Company which he had requested or desired to know; that all documents which could be reasonably provided have been made available for his inspection and review; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering, and any additional information which he had requested. 2.5 Investment Intent. The Subscriber hereby acknowledges that this Offering has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act and Rule 506 thereunder. The Subscriber represents that his Units are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer the Securities unless they are registered under the Securities Act or unless an exemption from such registration is available. 2.6 Note Agent. The Subscriber understands that the Secured Notes will be secured pursuant to the terms of a Security Agreement between the Company and KSH Investment Group, Inc., acting in its capacity as agent for the 2

holders of the Secured Notes (the "Note Agent") wherein the Note Agent will act for the benefit of all of the holders of the Secured Notes and hereby consents to the execution of the Security Agreement by the Note Agent on his behalf. The Subscriber hereby irrevocably authorizes the Note Agent to act as his agent under the Security Agreement with such powers as are specifically delegated to the Note Agent thereunder and with such other powers as are reasonably incidental thereto. The Subscriber hereby agrees that the Note Agent (i) shall have no duties or responsibilities except those expressly set forth in the Security Agreement and the Note Agent and its affiliates and their officers, directors, employees and agents, shall not be deemed a trustee or fiduciary for the Subscriber, (ii) shall not be responsible in any manner whatsoever for (a) the correctness of any recitals, statements, representations or warranties contained in the Security Agreement, (b) the validity, enforceability or sufficiency of the Security Agreement, (c) title to or the priority or perfection of any security interest in the Secured Notes subject to the Financing Agreements or the security afforded thereby, or (d) any taxes, charges, liens or other assessments upon or in respect of the maintenance of such collateral, and (iii) shall not be under any

holders of the Secured Notes (the "Note Agent") wherein the Note Agent will act for the benefit of all of the holders of the Secured Notes and hereby consents to the execution of the Security Agreement by the Note Agent on his behalf. The Subscriber hereby irrevocably authorizes the Note Agent to act as his agent under the Security Agreement with such powers as are specifically delegated to the Note Agent thereunder and with such other powers as are reasonably incidental thereto. The Subscriber hereby agrees that the Note Agent (i) shall have no duties or responsibilities except those expressly set forth in the Security Agreement and the Note Agent and its affiliates and their officers, directors, employees and agents, shall not be deemed a trustee or fiduciary for the Subscriber, (ii) shall not be responsible in any manner whatsoever for (a) the correctness of any recitals, statements, representations or warranties contained in the Security Agreement, (b) the validity, enforceability or sufficiency of the Security Agreement, (c) title to or the priority or perfection of any security interest in the Secured Notes subject to the Financing Agreements or the security afforded thereby, or (d) any taxes, charges, liens or other assessments upon or in respect of the maintenance of such collateral, and (iii) shall not be under any obligation to exercise any of its rights, or powers under the Security Agreement unless the Note Agent shall have been provided adequate security and indemnity. 2.7 Legends. The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Secured Notes, the Warrants and/or the Common Stock underlying the Warrants, stating that they have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale thereof. The Subscriber is aware that the Company will make a stop order notation in its appropriate records with respect to the restrictions on the transferability of such securities. 2.8 Authority. The Subscriber has the full right, power and authority to enter into this Subscription Agreement and to carry out and consummate the transactions contemplated herein. This Subscription Agreement constitutes the legal, valid and binding obligation of the Subscriber. 2.9 Address. The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement is the undersigned's principal residence if he is an individual or its principal business address if it is a corporation or other entity. 2.10 No Other Representations. Except as set forth herein and in the Offering Documents, no representations (oral or written) have been made to the Subscriber, or any representative, by the Company or the Placement Agent, or by any of their respective officers, directors, agents or employees, nor anyone else on their behalf, concerning among others, the future profitability of the Company, the future performance of the Common Stock or the Subscriber's investment in the Company. III. REPRESENTATIONS BY, AND COVENANTS OF, THE COMPANY The Company represents, warrants and, where applicable, covenants to the Subscriber that: 3.1 Organization. The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power its business and the business which it proposes to conduct. 3 3.2 Execution. The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Units, the issuance of the Secured Notes and the entry into the Security Agreement have been duly taken and approved. 3.3 Binding Obligations. The Secured Notes and Warrants (including the underlying Common Stock) included in the Units have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be validly binding obligations of the Company enforceable in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency or other laws affecting the rights of creditors generally. 3.4 Shares. The Company will at all times during the term of the Warrants have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the Warrants. Upon exercise of the Warrants in accordance with their terms the underlying shares of Common Stock will be duly authorized, validly

3.2 Execution. The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Units, the issuance of the Secured Notes and the entry into the Security Agreement have been duly taken and approved. 3.3 Binding Obligations. The Secured Notes and Warrants (including the underlying Common Stock) included in the Units have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be validly binding obligations of the Company enforceable in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency or other laws affecting the rights of creditors generally. 3.4 Shares. The Company will at all times during the term of the Warrants have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the Warrants. Upon exercise of the Warrants in accordance with their terms the underlying shares of Common Stock will be duly authorized, validly issued and non-assessable. 3.5 Non-Contravention. Except as disclosed in the Term Sheet and attachments thereto, previously delivered by the Company to the Subscriber, the Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, the Security Agreement or the issuance of the Secured Notes or the Warrants and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein and therein contemplated, result in a material violation of, or constitute a material default under, its Certificate of Incorporation or By-Laws, in the performance or observance of any material obligations, agreement, covenant condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which its properties may be bound or in violation of any material order, rule, regulation, writ, injunction, or decree of any domestic government, governmental instrumentality or court. IV. TERMS OF SUBSCRIPTION 4.1 Terms. The subscription period will terminate at 11:59 PM Eastern time on November 30, 1999, unless extended by the Company until December 15, 1999 (the "Termination Date"). The Units will be offered on a "best efforts, 100 Units-or-none" basis. The minimum subscription per subscriber shall be one-half Unit, subject to the Company's right to accept subscriptions for lesser amounts. Upon receipt of subscriptions for at least 100 Units, an initial closing may be held, and the Offering may continue until the balance of the 150 Units are subscribed for. 4.2 Placement Agent. KSH Investment Group Inc. is acting as Placement Agent for the Offering. The Placement Agent will receive a placement fee equal to five (5%) percent of the gross proceeds from the sale of the Units at each closing, plus a number of shares of Common Stock equal to 1.75% of the outstanding shares upon the initial closing. Upon retention, the Placement Agent received a like number of shares of Common Stock. In addition, the Company retained the Placement Agent as a non-exclusive financial advisor for one year at a fee of $3,000 per month. 4

V. MISCELLANEOUS 5.1 Notice. Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefor, addressed to the Company at its office, 1 Parker Plaza, Fort Lee, New Jersey 07024, Attention: President and to the Subscriber at his address indicated on the last page of this Subscription Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received. 5.2 Amendment. This Subscription Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged, and this Subscription Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged. This Subscription Agreement and the documents delivered in connection herewith sets forth the entire agreement and understanding

V. MISCELLANEOUS 5.1 Notice. Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefor, addressed to the Company at its office, 1 Parker Plaza, Fort Lee, New Jersey 07024, Attention: President and to the Subscriber at his address indicated on the last page of this Subscription Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received. 5.2 Amendment. This Subscription Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged, and this Subscription Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged. This Subscription Agreement and the documents delivered in connection herewith sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. 5.3 Binding. This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. 5.4 Governing Law; Jurisdiction. Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of New York. THE PARTIES HEREBY AGREE THAT ANY DISPUTE WHICH MAY ARISE BETWEEN THEM ARISING OUT OF OR IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT SHALL BE ADJUDICATED BEFORE A COURT LOCATED IN NEW YORK CITY AND THEY HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK, NEW YORK AND OF THE FEDERAL COURTS IN THE SOUTHERN DISTRICT OF NEW YORK WITH RESPECT TO ANY ACTION OR LEGAL PROCEEDING COMMENCED BY ANY PARTY, AND IRREVOCABLY WAIVE ANY OBJECTION THEY NOW OR HEREAFTER MAY HAVE RESPECTING THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR RESPECTING THE FACT THAT SUCH COURT IS AN INCONVENIENT FORUM, RELATING TO OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY ACTS OR OMISSIONS RELATING TO THE SALE OF THE SECURITIES HEREUNDER, AND CONSENT TO THE SERVICE OF PROCESS IN ANY SUCH ACTION OR LEGAL PROCEEDING BY MEANS OF REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, IN CARE OF THE ADDRESS SET FORTH BELOW OR SUCH OTHER ADDRESS AS THE UNDERSIGNED SHALL FURNISH IN WRITING TO THE OTHER. 5.5 Severability. The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Subscription Agreement, which shall remain in full force and effect. 5 5.6 Waiver. It is agreed that a waiver by either party of a breach of any provision of this Subscription Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party. 5.7 Further Assurances. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement. 5.8 Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the day and year set forth below. Dated:

5.6 Waiver. It is agreed that a waiver by either party of a breach of any provision of this Subscription Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party. 5.7 Further Assurances. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement. 5.8 Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the day and year set forth below. Dated: Signature of Subscriber Name of Subscriber [please print]
-----------------------------Address of Subscriber -----------------------------Social Security or Taxpayer Identification Number of Subscriber $ -----------------------------Purchase Price -----------------------------Phone or Fax Number

-----------------------------Number of Units Subscribed For

Subscription Accepted: CAPRIUS, INC.

By: -------------------------President

Dated: 6

Exhibit 21 LIST OF REGISTRANT'S ACTIVE SUBSIDIARIES: OPUS DIAGNOSTICS INC. Delaware Corporation 100% owned.

EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Caprius, Inc.

Exhibit 21 LIST OF REGISTRANT'S ACTIVE SUBSIDIARIES: OPUS DIAGNOSTICS INC. Delaware Corporation 100% owned.

EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Caprius, Inc. Fort Lee, New Jersey We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated December 7, 1999, relating to the consolidated financial statements of Caprius, Inc., which is contained in that Prospectus. Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern. We also consent to the reference to us under the caption "Experts" in the Prospectus. BDO Seidman, LLP Boston, Massachusetts July 12, 2000

EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Caprius, Inc. Fort Lee, New Jersey We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated December 7, 1999, relating to the consolidated financial statements of Caprius, Inc., which is contained in that Prospectus. Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern. We also consent to the reference to us under the caption "Experts" in the Prospectus. BDO Seidman, LLP Boston, Massachusetts July 12, 2000