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                                                                     Exhibit 4.9

                                                                       EXHIBIT C

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES

                          COMMON STOCK PURCHASE WARRANT

                      To Purchase Shares of Common Stock of

                                 EDENTIFY, INC.

          THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for
value received, _____________ (the "Holder"), is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date hereof (the "Initial Exercise Date") and on or
prior to the close of business on the fifth anniversary of the Initial Exercise
Date (the "Termination Date") but not thereafter, to subscribe for and purchase
from Edentify, Inc., a Delaware corporation (the "Company"), prior to a Public
Liquidity Event, up to a number of shares of Common Stock or, after a Public
Liquidity Event, Public Liquidity Shares, equal to, in the aggregate, prior to a
Public Liquidity Event, the Holder's pro-rata share of ___%(1) of the
outstanding shares of Common Stock at the time of exercise on a fully diluted
basis or, after a Public Liquidity Event, the Holder's pro-rata share of ___%(2)
of the outstanding Public Liquidity Shares on a fully diluted basis at the time
of exercise (such amount, the "10% Amount" and such shares, the "Warrant
Shares"). The purchase price of one Warrant Shares under this Warrant shall be
equal to the Exercise Price, as defined in Section 2(b).

     Section 1. Definitions. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase
Agreement (the "Purchase Agreement"), dated April 21, 2005, among the Company
and the purchasers signatory thereto.

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(1)  Such Holder's Warrant Subscription Allocation divided by the aggregate
     Subscription amounts multiplied by 10%.

(2)  Such Holder's Warrant Subscription Allocation divided by the aggregate
     Subscription amounts multiplied by 10%.


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For purposes of this Warrant, the term "Warrant Subscription Allocation" shall
mean $____________(3).

     Section 2. Exercise.

          a) Exercise of Warrant. Exercise of the purchase rights represented by
     this Warrant may be made at any time or times on or after the Initial
     Exercise Date and on or before the Termination Date by delivery to the
     Company of a duly executed facsimile copy of the Notice of Exercise Form
     annexed hereto (or such other office or agency of the Company as it may
     designate by notice in writing to the registered Holder at the address of
     such Holder appearing on the books of the Company) which shall provide for
     the exercise of all or part of the Warrant Subscription Allocation;
     provided, however, within 5 Business Days of the date said Notice of
     Exercise is delivered to the Company, the Holder shall have surrendered
     this Warrant to the Company and the Company shall have received payment of
     the aggregate Exercise Price of the shares thereby purchased by wire
     transfer or cashier's check drawn on a United States bank. The number of
     shares issuable to the Holder shall be equal to the product of (i) the
     quotient of portion of the Warrant Subscription Allocation then being
     exercised divided by the aggregate Warrant Subscription Allocation on the
     Original Exercise Date by the Holder and (ii) the 10% Amount on the date
     the Notice of Exercise is delivered. This Warrant shall be fully exercised
     upon exercise of the full Warrant Subscription Allocation whether in one or
     more events of exercise.

          b) Exercise Price. The exercise price of each Warrant Share under this
     Warrant shall be (the "Exercise Price") the Warrant Subscription Allocation
     being exercised hereunder divided by the number of Warrant Shares to be
     issued.

          c) Cashless Exercise. If at any time after one year from the date of
     issuance of this Warrant there is no effective Registration Statement
     registering the resale of the Warrant Shares by the Holder, then this
     Warrant may also be exercised at such time by means of a "cashless
     exercise" in which the Holder shall be entitled to receive a certificate
     for the number of Warrant Shares equal to the quotient obtained by dividing
     [(A-B) (X)] by (A), where:

          (A) = the VWAP on the Business Day immediately preceding the date of
                such election;

          (B) = the Exercise Price of this Warrant, as adjusted; and

          (X) = the number of Warrant Shares issuable upon exercise of this
                Warrant in accordance with the terms of this Warrant by means of
                a cash exercise rather than a cashless exercise.

----------
(3)  The Subscription Amount of the Holder on the Closing Date.


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          Notwithstanding anything herein to the contrary, on the Termination
     Date, this Warrant shall be automatically exercised via cashless exercise
     pursuant to this Section 2(c).

          d) Exercise Limitations. At any time after the Common Stock is
     registered under Section 12 of the Exchange Act, the Holder shall not have
     the right to exercise any portion of this Warrant, pursuant to Section 2(c)
     or otherwise, to the extent that after giving effect to such issuance after
     exercise, the Holder (together with the Holder's affiliates), as set forth
     on the applicable Notice of Exercise, would beneficially own in excess of
     4.99% of the number of shares of the Common Stock outstanding immediately
     after giving effect to such issuance. For purposes of the foregoing
     sentence, the number of shares of Common Stock beneficially owned by the
     Holder and its affiliates shall include the number of shares of Common
     Stock issuable upon exercise of this Warrant with respect to which the
     determination of such sentence is being made, but shall exclude the number
     of shares of Common Stock which would be issuable upon (A) exercise of the
     remaining, nonexercised portion of this Warrant beneficially owned by the
     Holder or any of its affiliates and (B) exercise or conversion of the
     unexercised or nonconverted portion of any other securities of the Company
     (including, without limitation, any other Debentures or Warrants) subject
     to a limitation on conversion or exercise analogous to the limitation
     contained herein beneficially owned by the Holder or any of its affiliates.
     Except as set forth in the preceding sentence, for purposes of this Section
     2(d), beneficial ownership shall be calculated in accordance with Section
     13(d) of the Exchange Act, it being acknowledged by Holder that the Company
     is not representing to Holder that such calculation is in compliance with
     Section 13(d) of the Exchange Act and Holder is solely responsible for any
     schedules required to be filed in accordance therewith. To the extent that
     the limitation contained in this Section 2(d) applies, the determination of
     whether this Warrant is exercisable (in relation to other securities owned
     by the Holder) and of which a portion of this Warrant is exercisable shall
     be in the sole discretion of such Holder, and the submission of a Notice of
     Exercise shall be deemed to be such Holder's determination of whether this
     Warrant is exercisable (in relation to other securities owned by such
     Holder) and of which portion of this Warrant is exercisable, in each case
     subject to such aggregate percentage limitation, and the Company shall have
     no obligation to verify or confirm the accuracy of such determination. For
     purposes of this Section 2(d), in determining the number of outstanding
     shares of Common Stock, the Holder may rely on the number of outstanding
     shares of Common Stock as reflected in (x) Schedule 3.1(g) to the Purchase
     Agreement, (y) a more recent public announcement by the Company or (z) any
     other notice by the Company or the Company's Transfer Agent setting forth
     the number of shares of Common Stock outstanding. Upon the written or oral
     request of the Holder, the Company shall within two Business Days confirm
     orally and in writing to the Holder the number of shares of Common Stock
     then outstanding. In any case, the number of outstanding shares of Common
     Stock shall be determined after giving effect to the conversion or exercise
     of securities of the Company, including this Warrant, by the Holder or its
     affiliates since the date as of which such number of outstanding shares of
     Common Stock was reported. The provisions of this Section 2(d) may be
     waived by the Holder upon, at the election of the Holder, not less than 61
     days' prior notice to the Company, and the provisions of this Section 2(d)
     shall continue to apply until such 61st


                                       3

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     day (or such later date, as determined by the Holder, as may be specified
     in such notice of waiver).

          e) Mechanics of Exercise.

                    i. Authorization of Warrant Shares. The Company covenants
               that all Warrant Shares which may be issued upon the exercise of
               the purchase rights represented by this Warrant will, upon
               exercise of the purchase rights represented by this Warrant, be
               duly authorized, validly issued, fully paid and nonassessable and
               free from all taxes, liens and charges in respect of the issue
               thereof (other than taxes in respect of any transfer occurring
               contemporaneously with such issue). The Company covenants that
               during the period the Warrant is outstanding, it will reserve
               from its authorized and unissued Common Stock a sufficient number
               of shares to provide for the issuance of the Warrant Shares upon
               the exercise of any purchase rights under this Warrant. The
               Company further covenants that its issuance of this Warrant shall
               constitute full authority to its officers who are charged with
               the duty of executing stock certificates to execute and issue the
               necessary certificates for the Warrant Shares upon the exercise
               of the purchase rights under this Warrant. The Company will take
               all such reasonable action as may be necessary to assure that
               such Warrant Shares may be issued as provided herein without
               violation of any applicable law or regulation, or of any
               requirements of the Trading Market upon which the Common Stock
               may be listed.

                    ii. Delivery of Certificates Upon Exercise. Certificates for
               shares purchased hereunder shall be transmitted by the transfer
               agent of the Company to the Holder by crediting the account of
               the Holder's prime broker with the Depository Trust Company
               through its Deposit Withdrawal Agent Commission ("DWAC") system
               if the Company is a participant in such system, and otherwise by
               physical delivery to the address specified by the Holder in the
               Notice of Exercise within 3 Business Days from the delivery to
               the Company of the Notice of Exercise Form, surrender of this
               Warrant and payment of the aggregate Exercise Price as set forth
               above ("Warrant Share Delivery Date"). This Warrant shall be
               deemed to have been exercised on the date the Exercise Price is
               received by the Company. The Warrant Shares shall be deemed to
               have been issued, and Holder or any other person so designated to
               be named therein shall be deemed to have become a holder of
               record of such shares for all purposes, as of the date the
               Warrant has been exercised by payment to the Company of the
               Exercise Price and all taxes required to be paid by the Holder,
               if any, pursuant to Section 2(e)(vii) prior to the issuance of
               such shares, have been paid.

                    iii. Delivery of New Warrants Upon Exercise. If this Warrant
               shall have been exercised in part, the Company shall, at the time
               of delivery of the certificate or certificates representing
               Warrant Shares,


                                       4

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               deliver to Holder a new Warrant evidencing the rights of Holder
               to purchase the unpurchased Warrant Shares called for by this
               Warrant, which new Warrant shall in all other respects be
               identical with this Warrant.

                    iv. Rescission Rights. If the Company fails to cause its
               transfer agent to transmit to the Holder a certificate or
               certificates representing the Warrant Shares pursuant to this
               Section 2(e)(iv) by the Warrant Share Delivery Date, then the
               Holder will have the right to rescind such exercise.

                    v. Compensation for Buy-In on Failure to Timely Deliver
               Certificates Upon Exercise. In addition to any other rights
               available to the Holder, if the Company fails to cause its
               transfer agent to transmit to the Holder a certificate or
               certificates representing the Warrant Shares pursuant to an
               exercise on or before the Warrant Share Delivery Date, and if
               after such date the Holder is required by its broker to purchase
               (in an open market transaction or otherwise) shares of Common
               Stock to deliver in satisfaction of a sale by the Holder of the
               Warrant Shares which the Holder anticipated receiving upon such
               exercise (a "Buy-In"), then the Company shall (1) pay in cash to
               the Holder the amount by which (x) the Holder's total purchase
               price (including brokerage commissions, if any) for the shares of
               Common Stock so purchased exceeds (y) the amount obtained by
               multiplying (A) the number of Warrant Shares that the Company was
               required to deliver to the Holder in connection with the exercise
               at issue times (B) the price at which the sell order giving rise
               to such purchase obligation was executed, and (2) at the option
               of the Holder, either reinstate the portion of the Warrant and
               equivalent number of Warrant Shares for which such exercise was
               not honored or deliver to the Holder the number of shares of
               Common Stock that would have been issued had the Company timely
               complied with its exercise and delivery obligations hereunder.
               For example, if the Holder purchases Common Stock having a total
               purchase price of $11,000 to cover a Buy-In with respect to an
               attempted exercise of shares of Common Stock with an aggregate
               sale price giving rise to such purchase obligation of $10,000,
               under clause (1) of the immediately preceding sentence the
               Company shall be required to pay the Holder $1,000. The Holder
               shall provide the Company written notice indicating the amounts
               payable to the Holder in respect of the Buy-In, together with
               applicable confirmations and other evidence reasonably requested
               by the Company. Nothing herein shall limit a Holder's right to
               pursue any other remedies available to it hereunder, at law or in
               equity including, without limitation, a decree of specific
               performance and/or injunctive relief with respect to the
               Company's failure to timely deliver certificates representing
               shares of Common Stock upon exercise of the Warrant as required
               pursuant to the terms hereof.


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                    vi. No Fractional Shares or Scrip. No fractional shares or
               scrip representing fractional shares shall be issued upon the
               exercise of this Warrant. As to any fraction of a share which
               Holder would otherwise be entitled to purchase upon such
               exercise, the Company shall pay a cash adjustment in respect of
               such final fraction in an amount equal to such fraction
               multiplied by the Exercise Price.

                    vii. Charges, Taxes and Expenses. Issuance of certificates
               for Warrant Shares shall be made without charge to the Holder for
               any issue or transfer tax or other incidental expense in respect
               of the issuance of such certificate, all of which taxes and
               expenses shall be paid by the Company, and such certificates
               shall be issued in the name of the Holder or in such name or
               names as may be directed by the Holder; provided, however, that
               in the event certificates for Warrant Shares are to be issued in
               a name other than the name of the Holder, this Warrant when
               surrendered for exercise shall be accompanied by the Assignment
               Form attached hereto duly executed by the Holder; and the Company
               may require, as a condition thereto, the payment of a sum
               sufficient to reimburse it for any transfer tax incidental
               thereto.

                    viii. Closing of Books. The Company will not close its
               stockholder books or records in any manner which prevents the
               timely exercise of this Warrant, pursuant to the terms hereof.

     Section 3. Certain Adjustments.

          a) Fundamental Transaction. If, at any time while this Warrant is
     outstanding, (A) the Company effects any merger or consolidation of the
     Company with or into another Person, (B) the Company effects any sale of
     all or substantially all of its assets in one or a series of related
     transactions, (C) any tender offer or exchange offer (whether by the
     Company or another Person) is completed pursuant to which holders of Common
     Stock are permitted to tender or exchange their shares for other
     securities, cash or property, or (D) the Company effects any
     reclassification of the Common Stock or any compulsory share exchange
     pursuant to which the Common Stock is effectively converted into or
     exchanged for other securities, cash or property (in any such case, a
     "Fundamental Transaction"), then, upon any subsequent conversion of this
     Warrant, the Holder shall have the right to receive, for each Warrant Share
     that would have been issuable upon such exercise absent such Fundamental
     Transaction, at the option of the Holder, (a) upon exercise of this
     Warrant, the number of shares of Common Stock of the successor or acquiring
     corporation or of the Company, if it is the surviving corporation, and
     Alternate Consideration receivable upon or as a result of such
     reorganization, reclassification, merger, consolidation or disposition of
     assets by a Holder of the number of shares of Common Stock for which this
     Warrant is exercisable immediately prior to such event or (b) if the
     Company is acquired in an all cash transaction, cash equal to the value of
     this Warrant as determined in accordance with the Black-Scholes option
     pricing formula (the "Alternate Consideration"). If holders of Common Stock
     are given any choice as to the securities, cash or property to be received
     in a Fundamental Transaction,


                                       6

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     then the Holder shall be given the same choice as to the Alternate
     Consideration it receives upon any exercise of this Warrant following such
     Fundamental Transaction. To the extent necessary to effectuate the
     foregoing provisions, any successor to the Company or surviving entity in
     such Fundamental Transaction shall issue to the Holder a new warrant
     consistent with the foregoing provisions and evidencing the Holder's right
     to exercise such warrant into Alternate Consideration. The terms of any
     agreement pursuant to which a Fundamental Transaction is effected shall
     include terms requiring any such successor or surviving entity to comply
     with the provisions of this Section 3(a) and insuring that this Warrant (or
     any such replacement security) will be similarly adjusted upon any
     subsequent transaction analogous to a Fundamental Transaction. To the
     extent necessary to effectuate the foregoing provisions, any successor to
     the Company or surviving entity in such Fundamental Transaction shall issue
     to the Holder a new warrant with substantially the same form as this
     warrant and consistent with the foregoing provisions and evidencing the
     Holder's right to convert such warrant into Alternate Consideration. In
     furtherance thereof, in the event a Public Liquidity Company is not the
     Company, the Public Liquidity Company shall issue a new warrant in
     substantially the same form as this Warrant.

          b) Voluntary Adjustment By Company. The Company may at any time during
     the term of this Warrant 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.

          c) Notice to Holders.

                    i. Adjustment to Exercise Price. Whenever the Exercise Price
               is adjusted pursuant to this Section 3, the Company shall
               promptly mail to each Holder a notice setting forth the Exercise
               Price after such adjustment and setting forth a brief statement
               of the facts requiring such adjustment. If the Company issues a
               variable rate security, despite the prohibition thereon in the
               Purchase Agreement, the Company shall be deemed to have issued
               Common Stock or Common Stock Equivalents at the lowest possible
               conversion or exercise price at which such securities may be
               converted or exercised in the case of a Variable Rate Transaction
               (as defined in the Purchase Agreement), or the lowest possible
               adjustment price in the case of an MFN Transaction (as defined in
               the Purchase Agreement.

                    ii. Notice to Allow Exercise by Holder. If (A) the Company
               shall declare a dividend (or any other distribution) on the
               Common Stock; (B) the Company shall declare a special
               nonrecurring cash dividend on or a redemption of the Common
               Stock; (C) the Company shall authorize the granting to all
               holders of the Common Stock rights or warrants to subscribe for
               or purchase any shares of capital stock of any class or of any
               rights; (D) the approval of any stockholders of the Company shall
               be required in connection with any reclassification of the Common
               Stock, any consolidation or merger to which the Company is a
               party, any sale or transfer of all or substantially all of the
               assets of the Company, of any


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               compulsory share exchange whereby the Common Stock is converted
               into other securities, cash or property; (E) the Company shall
               authorize the voluntary or involuntary dissolution, liquidation
               or winding up of the affairs of the Company; then, in each case,
               the Company shall cause to be mailed to the Holder at its last
               addresses as it shall appear upon the Warrant Register of the
               Company, at least 20 calendar days prior to the applicable record
               or effective date hereinafter specified, a notice stating (x) the
               date on which a record is to be taken for the purpose of such
               dividend, distribution, redemption, rights or warrants, or if a
               record is not to be taken, the date as of which the holders of
               the Common Stock of record to be entitled to such dividend,
               distributions, redemption, rights or warrants are to be
               determined or (y) the date on which such reclassification,
               consolidation, merger, sale, transfer or share exchange is
               expected to become effective or close, and the date as of which
               it is expected that holders of the Common Stock of record shall
               be entitled to exchange their shares of the Common Stock for
               securities, cash or other property deliverable upon such
               reclassification, consolidation, merger, sale, transfer or share
               exchange; provided, that the failure to mail such notice or any
               defect therein or in the mailing thereof shall not affect the
               validity of the corporate action required to be specified in such
               notice. The Holder is entitled to exercise this Warrant during
               the 20-day period commencing the date of such notice to the
               effective date of the event triggering such notice.

     Section 4. Transfer of Warrant.

          a) Transferability. Subject to compliance with any applicable
     securities laws and the conditions set forth in Sections 5(a) and 4(d)
     hereof and to the provisions of Section 4.1 of the Purchase Agreement, this
     Warrant and all rights hereunder are transferable, in whole or in part,
     upon surrender of this Warrant at the principal office of the Company,
     together with a written assignment of this Warrant substantially in the
     form attached hereto duly executed by the Holder or its agent or attorney
     and funds sufficient to pay any transfer taxes payable upon the making of
     such transfer. Upon such surrender and, if required, such payment, the
     Company shall execute and deliver a new Warrant or Warrants in the name of
     the assignee or assignees and in the denomination or denominations
     specified in such instrument of assignment, and shall issue to the assignor
     a new Warrant evidencing the portion of this Warrant not so assigned, and
     this Warrant shall promptly be cancelled. A Warrant, if properly assigned,
     may be exercised by a new holder for the purchase of Warrant Shares without
     having a new Warrant issued.

          b) New Warrants. This Warrant may be divided or combined with other
     Warrants upon presentation hereof at the aforesaid office of the Company,
     together with a written notice specifying the names and denominations in
     which new Warrants are to be issued, signed by the Holder or its agent or
     attorney. Subject to compliance with Section 4(a), as to any transfer which
     may be involved in such division or combination, the Company shall execute
     and deliver a new Warrant or Warrants in exchange for the Warrant or
     Warrants to be divided or combined in accordance with such notice.


                                       8

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          c) Warrant Register. The Company shall register this Warrant, upon
     records to be maintained by the Company for that purpose (the "Warrant
     Register"), in the name of the record Holder hereof from time to time. The
     Company may deem and treat the registered Holder of this Warrant as the
     absolute owner hereof for the purpose of any exercise hereof or any
     distribution to the Holder, and for all other purposes, absent actual
     notice to the contrary.

          d) Transfer Restrictions. If, at the time of the surrender of this
     Warrant in connection with any transfer of this Warrant, the transfer of
     this Warrant shall not be registered pursuant to an effective registration
     statement under the Securities Act and under applicable state securities or
     blue sky laws, the Company may require, as a condition of allowing such
     transfer (i) that the Holder or transferee of this Warrant, as the case may
     be, furnish to the Company a written opinion of counsel (which opinion
     shall be in form, substance and scope customary for opinions of counsel in
     comparable transactions) to the effect that such transfer may be made
     without registration under the Securities Act and under applicable state
     securities or blue sky laws, (ii) that the holder or transferee execute and
     deliver to the Company an investment letter in form and substance
     acceptable to the Company and (iii) that the transferee be an "accredited
     investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
     promulgated under the Securities Act or a qualified institutional buyer as
     defined in Rule 144A(a) under the Securities Act.

     Section 5. Miscellaneous.

          a) Title to Warrant. Prior to the Termination Date and subject to
     compliance with applicable laws and Section 4 of this Warrant, this Warrant
     and all rights hereunder are transferable, in whole or in part, at the
     office or agency of the Company by the Holder in person or by duly
     authorized attorney, upon surrender of this Warrant together with the
     Assignment Form annexed hereto properly endorsed. The transferee shall sign
     an investment letter in form and substance reasonably satisfactory to the
     Company.

          b) No Rights as Shareholder Until Exercise. This Warrant does not
     entitle the Holder to any voting rights or other rights as a shareholder of
     the Company prior to the exercise hereof. Upon the surrender of this
     Warrant and the payment of the aggregate Exercise Price (or by means of a
     cashless exercise), the Warrant Shares so purchased shall be and be deemed
     to be issued to such Holder as the record owner of such shares as of the
     close of business on the later of the date of such surrender or payment.

          c) Loss, Theft, Destruction or Mutilation of Warrant. The Company
     covenants that upon receipt by the Company of evidence reasonably
     satisfactory to it of the loss, theft, destruction or mutilation of this
     Warrant or any stock certificate relating to the Warrant Shares, and in
     case of loss, theft or destruction, of indemnity or security reasonably
     satisfactory to it (which, in the case of the Warrant, shall not include
     the posting of any bond), and upon surrender and cancellation of such
     Warrant or stock certificate, if mutilated, the Company will make and
     deliver a new Warrant or stock certificate of like tenor and dated as of
     such cancellation, in lieu of such Warrant or stock certificate.


                                       9

<PAGE>

          d) Saturdays, Sundays, Holidays, etc. If the last or appointed day for
     the taking of any action or the expiration of any right required or granted
     herein shall be a Saturday, Sunday or a legal holiday, then such action may
     be taken or such right may be exercised on the next succeeding day not a
     Saturday, Sunday or legal holiday.

          e) Authorized Shares.

               The Company covenants that during the period the Warrant is
          outstanding, it will reserve from its authorized and unissued Common
          Stock a sufficient number of shares to provide for the issuance of the
          Warrant Shares upon the exercise of any purchase rights under this
          Warrant. The Company further covenants that its issuance of this
          Warrant shall constitute full authority to its officers who are
          charged with the duty of executing stock certificates to execute and
          issue the necessary certificates for the Warrant Shares upon the
          exercise of the purchase rights under this Warrant. The Company will
          take all such reasonable action as may be necessary to assure that
          such Warrant Shares may be issued as provided herein without violation
          of any applicable law or regulation, or of any requirements of the
          Trading Market upon which the Common Stock may be listed.

               Except and to the extent as waived or consented to by the Holder,
          the Company shall not by any action, including, without limitation,
          amending its certificate of incorporation or through any
          reorganization, transfer of assets, consolidation, merger,
          dissolution, issue or sale of securities or any other voluntary
          action, avoid or seek to avoid the observance or performance of any of
          the terms of this Warrant, but will at all times in good faith assist
          in the carrying out of all such terms and in the taking of all such
          actions as may be necessary or appropriate to protect the rights of
          Holder as set forth in this Warrant against impairment. Without
          limiting the generality of the foregoing, the Company will (a) not
          increase the par value of any Warrant Shares above the amount payable
          therefor upon such exercise immediately prior to such increase in par
          value, (b) take all such action as may be necessary or appropriate in
          order that the Company may validly and legally issue fully paid and
          nonassessable Warrant Shares upon the exercise of this Warrant, and
          (c) use commercially reasonable efforts to obtain all such
          authorizations, exemptions or consents from any public regulatory body
          having jurisdiction thereof as may be necessary to enable the Company
          to perform its obligations under this Warrant.

               Before taking any action which would result in an adjustment in
          the number of Warrant Shares for which this Warrant is exercisable or
          in the Exercise Price, the Company shall obtain all such
          authorizations or exemptions thereof, or consents thereto, as may be
          necessary from any public regulatory body or bodies having
          jurisdiction thereof.

          f) Jurisdiction. All questions concerning the construction, validity,
     enforcement and interpretation of this Warrant shall be determined in
     accordance with the provisions of the Purchase Agreement.


                                       10

<PAGE>

          g) Restrictions. The Holder acknowledges that the Warrant Shares
     acquired upon the exercise of this Warrant, if not registered, will have
     restrictions upon resale imposed by state and federal securities laws.

          h) Nonwaiver and Expenses. No course of dealing or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding the fact that all rights hereunder terminate on
     the Termination Date. If the Company willfully and knowingly fails to
     comply with any provision of this Warrant, which results in any material
     damages to the Holder, the Company shall pay to Holder such amounts as
     shall be sufficient to cover any costs and expenses including, but not
     limited to, reasonable attorneys' fees, including those of appellate
     proceedings, incurred by Holder in collecting any amounts due pursuant
     hereto or in otherwise enforcing any of its rights, powers or remedies
     hereunder.

          i) Notices. Any notice, request or other document required or
     permitted to be given or delivered to the Holder by the Company shall be
     delivered in accordance with the notice provisions of the Purchase
     Agreement.

          j) Limitation of Liability. No provision hereof, in the absence of any
     affirmative action by Holder to exercise this Warrant or purchase Warrant
     Shares, and no enumeration herein of the rights or privileges of Holder,
     shall give rise to any liability of Holder for the purchase price of any
     Common Stock or as a stockholder of the Company, whether such liability is
     asserted by the Company or by creditors of the Company.

          k) Remedies. Holder, in addition to being entitled to exercise all
     rights granted by law, including recovery of damages, will be entitled to
     specific performance of its rights under this Warrant. The Company agrees
     that monetary damages would not be adequate compensation for any loss
     incurred by reason of a breach by it of the provisions of this Warrant and
     hereby agrees to waive the defense in any action for specific performance
     that a remedy at law would be adequate.

          l) Successors and Assigns. Subject to applicable securities laws, this
     Warrant and the rights and obligations evidenced hereby shall inure to the
     benefit of and be binding upon the successors of the Company and the
     successors and permitted assigns of Holder. The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant and shall be enforceable by any such Holder or holder of Warrant
     Shares.

          m) Amendment. This Warrant may be modified or amended or the
     provisions hereof waived with the written consent of the Company and the
     Holder.

          n) Severability. Wherever possible, each provision of this Warrant
     shall be interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Warrant shall be prohibited by
     or invalid under applicable law, such provision shall be ineffective to the
     extent of such prohibition or invalidity, without invalidating the
     remainder of such provisions or the remaining provisions of this Warrant.


                                       11

<PAGE>

          o) Headings. The headings used in this Warrant are for the convenience
     of reference only and shall not, for any purpose, be deemed a part of this
     Warrant.

          p) Piggy-Back Registrations. If the Company shall determine to prepare
     and file with the Commission a registration statement relating to an
     offering for its own account or the account of others under the Securities
     Act of any of its equity securities, other than on Form S-4 or Form S-8
     (each as promulgated under the Securities Act) or their then equivalents
     relating to equity securities to be issued solely in connection with any
     acquisition of any entity or business or equity securities issuable in
     connection with the stock option or other employee benefit plans, then the
     Company shall send to each Holder a written notice of such determination
     and, if within 15 days after the date of such notice, any such Holder shall
     so request in writing, the Company shall include in such registration
     statement all or any part of such Registrable Securities (as defined in the
     Purchase Agreement) such Holder requests to be registered; provided, that,
     the Company shall not be required to register any Registrable Securities
     pursuant to this Section 5(p) that are eligible for resale pursuant to Rule
     144(k) promulgated under the Securities Act or that are the subject of a
     then effective Registration Statement.

                              ********************


                                       12

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.

Dated: April 21, 2005

                                        EDENTIFY, INC.


                                        By:
                                            ------------------------------------
                                        Name: Terrence DeFranco
                                        Title: President


                                       13

<PAGE>

                               NOTICE OF EXERCISE

TO: EDENTIFY, INC.

          (1) The undersigned hereby elects to purchase Warrant Shares of
Edentify, Inc. pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any. The Warrant Subscription Allocation
is $_____________ of which $___________ remains outstanding.

          (2) Payment shall take the form of (check applicable box):

               [ ] in lawful money of the United States; or

               [ ] the cancellation of such number of Warrant Shares as is
               necessary, in accordance with the formula set forth in subsection
               2(c), to exercise this Warrant with respect to the maximum number
               of Warrant Shares purchasable pursuant to the cashless exercise
               procedure set forth in subsection 2(c).

          (3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

               ----------------------------------------

The Warrant Shares shall be delivered to the following:

               ----------------------------------------

               ----------------------------------------

               ----------------------------------------

          (4) Accredited Investor. The undersigned is an "accredited investor"
as defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:
                          ------------------------------------------------------


Signature of Authorized Signatory of Investing Entity:
                                                       -------------------------
Name of Authorized Signatory:
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Date:
      --------------------------------------------------------------------------

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

          FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

                                                whose address is
-----------------------------------------------
                                                               .
---------------------------------------------------------------


---------------------------------------------------------------

                                                  Dated:               ,
                                                         --------------  -------


                                        Holder's Signature:
                                                            --------------------
                                        Holder's Address:
                                                          ----------------------

                                                          ----------------------


Signature Guaranteed:
                      ------------------

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.