COMMON STOCK WARRANT To Purchase Shares of Common Stock of EpiCept Corporation

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

COMMON STOCK WARRANT

To Purchase Shares of Common Stock of

EpiCept Corporation

Dated as of June 23, 2008 (the “ Effective Date ”)

WHEREAS, EpiCept Corporation, a Delaware corporation (the “ Company ”), has entered into a Second Amendment to Loan and Security Agreement of even date herewith (together with the original Loan and Security Agreement, the “ Amended Loan Agreement ”) with Hercules Technology Growth Capital, Inc., a Maryland corporation (the “ Warrantholder ”);

WHEREAS, the Company desires to grant to Warrantholder, in consideration for, among other things, the financial accommodations provided for in the Amended Loan Agreement, the right to purchase shares of its Common Stock, par value $0.0001 (the “ Common Stock ”), pursuant to this Warrant Agreement (the “ Agreement ”);

NOW, THEREFORE, the Company and Warrantholder agree as follows:

1. GRANT OF THE RIGHT TO PURCHASE COMMON STOCK.

This Common Stock Warrant (the “ Warrant ”) certifies that for value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after six (6) months from the Effective Date and prior to the Termination Date (as defined below) to subscribe for and purchase, from the Company, a number of fully paid and non-assessable shares of Common Stock equal to (i) the quotient derived by dividing (a) $1,500,000 by (b) the closing price per share on the Effective Date (the “ Initial Warrant Shares ”) and such closing price shall be the Exercise Price for the Initial Warrant Shares , plus (ii) the quotient derived by dividing (a) $400,000 by (b) the sum of (x) the closing price per share on the date of this Amendment plus (y) $0.02 (the “ Additional Warrant Shares ”, collectively with the Initial Warrant Shares, the “ Warrant Shares ”) and the closing price on the Effective Date plus $0.02 shall be the Exercise Price of the Additional Warrant Shares . As used herein, the following terms shall have the following meanings:

“ Act ” means the Securities Exchange Act of 1933, as amended.

“ Charter ” means the Company’s Amended and Restated Certificate of Incorporation, as it may be further amended from time to time.

“ Exercise Price ” means the price upon which Warrantholder may purchase the Initial Warrant Shares or the Additional Warrant Shares, as applicable to such shares , as set forth in Section 1.

“ Merger Event ” means a merger or consolidation involving the Company in which the Company is not the surviving entity, or in which the outstanding shares of the Company’s capital stock are otherwise converted into or exchanged for shares of capital stock of another entity.

“ Purchase Price ” means, with respect to any exercise of this Warrant, an amount equal to the Exercise Price as of the relevant time multiplied by the number of shares of Common Stock requested to be exercised under this Warrant pursuant to such exercise.

2. TERM.

Except as otherwise provided for herein, the term of this Warrant shall commence on the Effective Date and end upon the fifth anniversary of the Effective Date (the “ Termination Date ”).

3. EXERCISE.

(a) Exercise. The purchase rights set forth in this Warrant are exercisable by the Warrantholder, in whole or in part, at any time commencing on the six month anniversary of the Effective Date, or from time to time thereafter, prior to the Termination Date set forth in Section 2, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the “ Notice of Exercise ”), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and as soon as practicable thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “ Acknowledgment of Exercise ”) indicating the number of shares of Common Stock which remain subject to future purchases, if any.

The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Warrant and, if applicable, an amended Warrant representing the remaining number of shares purchasable hereunder, as determined below (“ Net Issuance Method ”). If the Warrantholder elects the Net Issuance Method, the Company will issue Common Stock in accordance with the following formula:

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For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock:

(i) if the Common Stock is listed on a securities exchange, and:

(1) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a ten (10) day period ending three days before the day the current fair market value of the Common Stock is being determined; or

(2) if the Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the OTC Bulletin Board over the ten (10) day period ending three days before the day the current fair market value of the Common Stock is being determined; and

(3) if at any time the Common Stock is not listed on any securities exchange or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as most recently determined in good faith by its Board of Directors, unless the Company shall become subject to a Merger Event pursuant to which the Company is not the surviving party, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event.

Upon partial exercise by either cash or Net Issuance Method, the Company shall promptly issue an amended Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

(b) Exercise Prior to Expiration. To the extent this Warrant is not previously exercised as to all Common Stock subject hereto, and if the fair market value of one share of the Common Stock is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to Section 3(a) (even if not surrendered) on the Termination Date. For purposes of such automatic exercise, the fair market value of one share of the Common Stock on the Termination Date shall be determined pursuant to Section 3(a). To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 3(b), the Company agrees to promptly notify the Warrantholder of the number of shares of Common Stock, if any, the Warrantholder is to receive by reason of such automatic exercise.

4. RESERVATION OF SHARES.

During the term of this Warrant, the Company will at all times have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of the rights to purchase Common Stock as provided for herein.

5. NO FRACTIONAL SHARES OR SCRIP.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

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6. REGISTRATION RIGHTS.

(a) The Company will:

(i) as soon as reasonably practicable, but in no event later than ninety (90) days following the date hereof, file a registration statement on Form S-3 or, if unavailable, Form S-1 (the “Registration Statement”), for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, registering the resale of the Warrant Shares by Warrantholder. The Company shall use commercially reasonable efforts, subject to receipt of necessary information from the Warrantholder, to cause the SEC to declare such Registration Statement effective within one hundred eighty (180) days of the date hereof;

(ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective through the Termination Date;

(iii) so long as the Registration Statement is effective covering the resale of Warrant Shares, furnish to the Warrantholder such reasonable number of copies of prospectuses and such other documents as the Warrantholder may reasonably request in order to facilitate the public sale or other disposition of all or any of the Warrant Shares;

(iv) use commercially reasonable efforts to file documents required of the Company for normal Blue Sky clearance in states specified in writing by the Warrantholder; provided, however, that the Company shall not be required to qualify to do business or consent to service of process generally in any jurisdiction in which the Company is not now so qualified or has not so consented;

(v) bear all expenses in connection with the procedures in this Section 6(a) and the registration of the Warrant Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Warrantholder or, brokerage fees and commissions incurred by the Warrantholder, if any in connection with the offering of the Warrant Shares;

(vi) use all commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of such Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify each Warrantholder of the issuance of such order and the resolution thereof; and

(vii) permit counsel for the Warrantholder to review the Registration Statement and all amendments and supplements thereto, and any comments made by the staff of the SEC and the Company’s responses thereto, within a reasonable period of time prior to the filing thereof with the SEC (or, in the case of comments made by the staff of the SEC, within a reasonable period of time following the receipt thereof by the Company);

provided , that in the case of clauses (vi) and (vii) above, the Company shall not be required to provide, and shall not provide, any Warrantholder with material, non-public information unless the Purchaser agrees to receive such information and enters into a written confidentiality agreement with the Company.

(b) If (i) a Registration Statement covering all the Warrant Shares required to be filed by the Company pursuant to this Section 6 is (A) not filed with the SEC on or before ninety (90) days after the date hereof (a “ Filing Failure ”) or (B) if the Registration Statement is not declared effective by the SEC on or before one hundred eighty (180) days after the date hereof (an “ Effectiveness Failure ”) or (ii) on any day after the effective date of the Registration Statement sales of all the Warrant Shares required to be included on such Registration Statement cannot be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration

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Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient number of Warrant Shares) (a “ Maintenance Failure ”), then, the Company shall pay as liquidated damages (the “ Liquidated Damages ”) for such failure and not as a penalty to the Warrantholder an amount equal to Three Hundred Thousand Dollars ($300,000) each thirty (30) day period following a Filing Failure, Effectiveness Failure or Maintenance Failure (pro rated for any period less than thirty (30) days) until the applicable failure has been cured. Payments to be made pursuant to this Section 6 shall be due and payable monthly in arrears, with the first payment due on the first business day of the calendar month following the Filing Failure (or portion thereof) and subsequent payments due on the first business day of each successive calendar month (the “ Liquidated Damages Due Date ”). The parties agree that the Liquidated Damages represent a reasonable estimate on the part of the parties, as of the date of this Amendment, of the amount of damages that may be incurred by the Warrantholder if a Filing Failure, Effectiveness Failure or Maintenance Failure occurs. The Warrantholder may elect to receive Liquidated Damages owing to it in shares of Common Stock of the Company, with the number of such shares calculated by dividing the amount of Liquidated Damages by the lesser of (i) $0.20 and (ii) the closing price per share of the Common Stock of the Company on the applicable Liquidated Damages Due Date. Such shares issued in lieu of Liquidated Damages shall be deemed “Warrant Shares” for the purposes of the registration rights granted in favor of the Warrantholder pursuant to this Section 6.

7. WARRANTHOLDER REGISTRY.

The Company shall maintain a registry showing the name and address of the registered holder of this Warrant. The Warrantholder’s initial address, for purposes of such registry, is set forth below Warrantholder’s signature on this Warrant. The Warrantholder may change such address by giving written notice of such changed address to the Company.

8. ADJUSTMENT RIGHTS.

The Exercise Price and the number of shares of Common Stock purchasable hereunder are subject to adjustment, as follows:

(a) Merger Event. If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the number of shares of Comm