EXHIBIT
      4.8

     

    THE
      SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (“1933 ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD
      OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
      THEREFROM UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.

     

    FORM
      OF CLASS C WARRANT TO PURCHASE SHARES

    OF
      THE STOCK OF

    NANOSENSORS,
      INC.

    (Void
      after Expiration Date -November __, 2005)

     

    This
      certifies that _____ or his successors or assigns (“Holder”)
      for
      value received, shall be entitled to purchase from NanoSensors,
      Inc.,
      a
      Nevada corporation (“Company”),
      having its principal place of business at 1800 Wyatt Drive, Suite 2, Santa
      Clara, California 95054, _____
      fully
      paid and non-assessable shares of the Company’s common stock $.001 par value
      (“Common
      Stock”),
      at an
      exercise price of $2.25 per share (“Exercise
      Price”).
      

     

    This
      Class C Warrant is being issued in connection with a private placement (the
      “Private Placement”) by the Company on an “all or nothing” basis of 250,000
      shares of common stock of the Company, being sold only to accredited investors
      at a purchase price of $1.00 per Unit. For
      each
      one (1) share of Common Stock sold to an investor, the Company will issue one
      warrant exercisable at $2.25 per share to purchase one share of Common
      Stock.

     

    This
      Class C Warrant is identical to all other Class C Warrants issued in the Private
      Placement, except for names and amounts which shall total 250,000 Class C
      Warrants if the Private Placement is completed. 

     

    This
      Class C Warrant shall be exchangeable for shares at any time, or from
      time-to-time, up to and including 5:00 p.m. (local time) on November __, 2010
      (“Expiration
      Date”),
      upon
      the surrender to the Company at its principal place of business (or at such
      other location as the Company may advise the Holder in writing) of this Class
      C
      Warrant properly endorsed with a form of subscription in substantially the
      form
      attached hereto duly filled in and signed and, if applicable, upon payment
      in
      cash or by check of the aggregate Exercise Price for the number of shares for
      which this Class C Warrant is being exercised determined in accordance with
      the
      provisions hereof. The Exercise Price and the number of shares of Common Stock
      purchasable hereunder are subject to adjustment as provided in Section 2 of
      this
      Class C Warrant. 

     

    1.  Exercise;
      Issuance of Certificates; Payment for Shares.

     

    
      	1.1  	
              General.
                This Class C Warrant is exercisable in full, or in part for 1,000
                or more
                shares, at the option of the Holder of record at any time or from
                time, to
                time, up to the Expiration Date for all of the shares of Common Stock
                (but
                not for a fraction of a share) which may be purchased hereunder.
                In
                the case of the exercise of less than all of the Class C Warrants
                represented hereby, the Company shall cancel this Class C Warrant
                Certificate upon the surrender hereof and shall execute and deliver
                a new
                Class C Warrant Certificate or Class C Warrant Certificates of like
                tenor
                for the balance of such Class
                C Warrants. The
                Company agrees that the shares of Common Stock purchased under this
                Class
                C Warrant shall be and are deemed to be issued to the Holder hereof
                as the
                record owner of such shares as of the close of business on the date
                on
                which the exercise notice (attached hereto as Schedule A or B) is
                delivered to the Company via facsimile; provided, however, that in
                such
                case this Class C Warrant shall be surrendered to the Company within
                five
                (5) business days; Certificates for the shares of Common Stock so
                purchased, together with any other securities or property to which
                the
                Holder is entitled upon such exercise, shall be delivered to the
                Holder by
                the Company at the Company’s expense within a reasonable time after the
                rights represented by this Class C Warrant have been so exercised,
                and in
                any event, within seven (7) days of such exercise. Each Common Stock
                certificate so delivered shall be in such denominations of 1,000
                or more
                shares of Common Stock as may be requested by the Holder hereof and
                shall
                be registered on the Company’s books in the name designated by such
                Holder; provided that no Holder of this Class C shall be permitted
                to
                exercise any warrants to the extent that such exercise would cause
                any
                Holder to be the beneficial owner of more than 5% of the then outstanding
                Company’s Common Stock, at that given time. This limitation shall not be
                deemed to prevent any Holder from acquiring more than an aggregate
                of 5%
                of the Common Stock, so long as such Holder does not beneficially
                own, or
                have the right to beneficially own, more than 5% of Company’s Common Stock
                at any given time.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	1.2  	
              Exercise
                for Cash

            


    

     

    This
      Class C Warrant may be exercised, in whole at any time or in part from time
      to
      time, commencing on the date hereof and prior to 5:00 P.M., New York time,
      on
      November __, 2010, by the Holder by the facsimile delivery of the exercise
      notice, as attached hereto, on the date of the exercise and by surrender of
      this
      Class C Warrant within (5) business date from the exercise day at the address
      set forth hereof, together with proper payment of the aggregate
      purchase price payable hereunder for the Class C Warrant Shares (“Aggregate
      Warrant Price”), or the proportionate part thereof if this Class C Warrant is
      exercised in part. Payment for the Class C Warrant Shares shall be made by
      wire,
      or check payable to the order of the Company. If this Class C Warrant is
      exercised in part, this Class C Warrant must be exercised for a number of whole
      shares of the Common Stock, and the Holder is entitled to receive a new Class
      C
      Warrant covering the Class C Warrant Shares which have not been exercised and
      setting forth the proportionate part of the Aggregate Warrant Price applicable
      to such Class C Warrant Shares. Upon such surrender of this Class C Warrant
      the
      Company will (a) issue a certificate or certificates in the name of the Holder
      for the largest number of whole shares of the Common Stock to which the Holder
      shall be entitled and (b) deliver the other securities and properties receivable
      upon the exercise of this Class C Warrant, or the proportionate part thereof
      if
      this Class C Warrant is exercised in part, pursuant to the provisions of this
      Class C Warrant.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	1.3  	
              
                SHARES
                  TO
                  BE FULLY
                  PAID;
                  RESERVATION
                  OF
                  SHARES. 
                  The Company covenants and agrees that all shares of Common Stock
                  which may
                  be issued upon the exercise of the rights represented by this Class
                  C
                  Warrant will, upon issuance, be duly authorized, validly issued,
                  fully
                  paid and nonassessable and free of all taxes, liens and charges
                  with
                  respect to the issue thereof. The Company further covenants and
                  agrees
                  that, during the period within which the rights represented by
                  this Class
                  C Warrant may be exercised, the Company will at all times have
                  authorized
                  and reserved, for the purpose of issue or transfer upon exercise
                  of the
                  subscription rights evidenced by this Class C Warrant, a sufficient
                  number
                  of shares of authorized but unissued Common Stock, when and as
                  required to
                  provide for the exercise of the rights represented by this Class
                  C
                  Warrant. The Company will take all such action as may be necessary
                  to
                  assure that such shares of Common Stock may be issued as provided
                  herein
                  without violation of any applicable law or regulation, or of any
                  requirements of any domestic securities exchange upon which the
                  Common
                  Stock or other securities may be listed; provided, however, that
                  the
                  Company shall not be required to effect a registration under federal
                  or
                  state securities laws with respect to such exercise. The Company
                  will not
                  take any action which would result in any adjustment of the Exercise
                  Price
                  (as set forth in Section 2 hereof) if the total number of shares
                  of Common
                  Stock issuable after such action upon exercise of all outstanding
                  warrants, together with all shares of Common Stock then outstanding
                  and
                  all shares of Common Stock then issuable upon exercise of all options
                  and
                  upon the conversion of all convertible securities then outstanding,
                  would
                  exceed the total number of shares of Common Stock or Equity Securities
                  then authorized by the Company’s Articles of Incorporation (“Company
                  Charter”).

              

            


    

     

    2.  DETERMINATION
      OR ADJUSTMENT
      OF EXERCISE
      PRICE
      AND NUMBER
      OF SHARES.
      The
      Exercise Price and the number of shares purchasable upon the exercise of this
      Class C Warrant shall be subject to adjustment from time to time upon the
      occurrence of certain events described in this Section 2. Upon each adjustment
      of the Exercise Price, the Holder of this Class C Warrant shall thereafter
      be
      entitled to purchase, at the Exercise Price resulting from such adjustment,
      the
      number of shares obtained by multiplying the Exercise Price in effect
      immediately prior to such adjustment by the number of shares purchasable
      pursuant hereto immediately prior to such adjustment, and dividing the product
      thereof by the Exercise Price resulting from such adjustment. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	2.1  	
              Subdivision
                or Combination of Common Stock.
                In
                case the Company shall at any time subdivide its outstanding shares
                of
                Common Stock into a greater number of shares, the Exercise Price
                in effect
                immediately prior to such subdivision shall be proportionately reduced,
                and conversely, in case the outstanding shares of Common Stock of
                the
                Company shall be combined into a smaller number of shares, the Exercise
                Price in effect immediately prior to such combination shall be
                proportionately increased.

            


    

     

    
      	2.2  	
              Dividends
                in Common Stock, Other Stock, Property,
                Reclassification.
                If at any time or from time to time the holders of Common Stock (or
                any
                shares of stock or other securities at the time receivable upon the
                exercise of this Class C Warrant or into which such securities are
                convertible) shall have received or become entitled to receive, without
                payment therefore:

            


    

     

    2.2.1  Stock,
      Common Stock or any shares of stock or other securities which are at any time
      directly or indirectly convertible into or exchangeable for Common Stock, or
      any
      rights or options to subscribe for, purchase or otherwise acquire any of the
      foregoing by way of dividend or other distribution,

     

    2.2.2  Any
      cash
      paid or payable otherwise than as a cash dividend, or

     

    2.2.3  Stock,
      Common Stock or additional stock or other securities or property (including
      cash) by way of spinoff, split-up, reclassification, combination of shares
      or
      similar corporate rearrangement, (other than shares of Common Stock issued
      as a
      stock split or adjustments in respect of which shall be covered by the terms
      of
      Section 2.1 above), then and in each such case, the Holder hereof shall, upon
      the exercise of this Class C Warrant, be entitled to receive, in addition to
      the
      number of shares of Stock or Common Stock receivable thereupon, and without
      payment of any additional consideration therefor, the amount of stock and other
      securities and property (including cash in the cases referred to in clause
      (2.2.2) above and this clause (2.2.3)) which such Holder would hold on the
      date
      of such exercise had he been the holder of record of such Common Stock as of
      the
      date on which holders of Common Stock received or became entitled to receive
      such shares or all other additional stock and other securities and
      property.

     

    
      	2.3  	
              Reorganization,
                Reclassification, Consolidation, Merger or Sale.
                If any recapitalization, reclassification or reorganization of the
                capital
                stock of the Company, or any consolidation or merger of the Company
                with
                another corporation, or the sale of all or substantially all of its
                assets
                or other transaction shall be effected in such a way that holders
                of
                Common Stock shall be entitled to receive stock, securities, or other
                assets or property (an “Organic
                Change”),
                then, as a condition of such Organic Change, lawful and adequate
                provisions shall be made by the Company whereby the Holder hereof
                shall
                thereafter have the right, upon exercise of this Class C Warrant,
                to
                purchase and receive (in lieu of the shares of the Common Stock of
                the Company immediately theretofore purchasable and receivable upon
                the
                exercise of the rights represented by this Class C Warrant) such
                shares of
                stock, securities or other assets or property as may be issued or
                payable
                with respect to or in exchange for a number of outstanding shares
                of such
                Common Stock equal to the number of shares of such stock immediately
                theretofore purchasable and receivable upon the exercise of the rights
                represented by this Class C Warrant. In the event of any Organic
                Change,
                appropriate provision shall be made by the Company with respect to
                the
                rights and interests of the Holder of this Class C Warrant to the
                end that
                the provisions hereof (including, without limitation, provisions
                for
                adjustments of the Exercise Price and of the number of shares purchasable
                and receivable upon the exercise of this Class C Warrant) shall thereafter
                be applicable, in relation to any shares of stock, securities or
                assets
                thereafter deliverable upon the exercise hereof. The Company will
                not
                effect any such consolidation, merger or sale unless, prior to the
                consummation thereof, the successor corporation (if other than the
                Company) resulting from such consolidation or the corporation purchasing
                such assets shall assume by written instrument executed and mailed
                or
                delivered to the Holder hereof at the last address of such Holder
                appearing on the books of the Company, the obligation to deliver
                to such
                Holder, upon Holder’s exercise of this Class C Warrant and payment of the
                purchase price in accordance with the terms hereof, such shares of
                stock,
                securities or assets as, in accordance with the foregoing provisions,
                such
                Holder may be entitled to purchase.


            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	2.4  	 


    

     

    2.4.1  Except
      as
      hereinafter provided, if and whenever after the date of execution of this Class
      C Warrant, the Company shall issue or sell any shares of its Common Stock for
      a
      consideration per Share less than the equivalent per share Exercise Price in
      effect immediately prior to the time of such issue or sale, then forthwith
      the
      exercise price of this Class C Warrant shall be reduced to the price (calculated
      to the nearest cent) which the Company received upon such issue or sale.


     

    2.4.2  Notwithstanding
      anything herein to the contrary, no adjustment of the Exercise Price shall
      be
      made upon (i) the issuance of options and/or shares issuable pursuant to the
      Company’s employee stock option plan in effect on the date hereof or the sale by
      the Company of any shares of Common Stock pursuant to the exercise of any such
      options, or (ii) the sale by the Company of any shares of Common Stock pursuant
      to the exercise of any options or warrants and/or conversion of notes previously
      issued and outstanding on the date hereof. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    2.4.3  No
      adjustment of the exercise price, however, shall be made in an amount less
      than
      $.01 per Share, but any such lesser adjustment shall be carried forward and
      shall be made at the time and together with the next subsequent adjustment
      which
      together with any adjustments so carried forward shall amount to $.01 per Share
      or more.

     

    


    
      	2.5  	
              Certain
                Events. If
                any change in the outstanding Common Stock of the Company or any
                other
                event occurs as to which the other provisions of this Section 2 are
                not
                strictly applicable or if strictly applicable would not fairly protect
                the
                purchase rights of the Holder of the Class C Warrant in accordance
                with
                such provisions, then the Board of Directors of the Company shall
                make an
                adjustment in the number and class of shares available under the
                Class C
                Warrant, the Exercise Price or the application of such provisions,
                so as
                to protect such purchase rights as aforesaid. The adjustment shall
                be such
                as will give the Holder of the Class C Warrant upon exercise for
                the same
                aggregate Exercise Price the total number, class and kind of shares
                as he
                would have owned had the Class C Warrant been exercised prior to
                the event
                and had he continued to hold such shares until after the event requiring
                adjustment.

            


    

     

    
      	2.6  	
              Notices
                of Change.

            


    

     

    2.6.1  Upon
      any
      determination or adjustment in the number or class of shares subject to this
      Class C Warrant and of the Exercise Price, the Company shall give written notice
      thereof to the Holder, setting forth in reasonable detail and certifying the
      calculation of such determination or adjustment.

     

    2.6.2  The
      Company shall give written notice to the Holder at least 10 business days prior
      to the date on which the Company closes its books or takes a record for
      determining rights to receive any dividends or distributions.

     

    2.6.3  The
      Company shall also give written notice to the Holder at least 20 days prior
      to
      the date on which an Organic Change shall take place.

     

    3.  ISSUE
      TAX.
      The
      issuance of certificates for shares of Common Stock upon the exercise of the
      Class C Warrant shall be made without charge to the Holder of the Class C
      Warrant for any issue tax (other than any applicable income taxes) in respect
      thereof; provided, however, that the Company shall not be required to pay any
      tax which may be payable in respect of any transfer involved in the issuance
      and
      delivery of any certificate in a name other than that of the then Holder of
      the
      Class C Warrant being exercised.

     

    4.  CLOSING
      OF BOOKS. The
      Company will at no time close its transfer books against the transfer of any
      warrant or of any shares of stock issued or issuable upon the exercise of any
      warrant in any manner which interferes with the timely exercise of this Class
      C
      Warrant.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.  NO
      VOTING
      OR DIVIDEND
      RIGHTS;
      LIMITATION
      OF LIABILITY.
      Nothing
      contained in this Class C Warrant shall be construed as conferring upon the
      Holder hereof the right to vote as a shareholder of the Company. No dividends
      or
      interest shall be payable or accrued in respect of this Class C Warrant, the
      interest represented hereby, or the shares purchasable hereunder until, and
      only
      to the extent that, this Class C Warrant shall have been exercised. The Holder
      of this Class C Warrant shall receive all notices as if a shareholder of the
      Company. No provisions hereof, in the absence of affirmative action by the
      Holder to purchase shares of Common Stock, and no mere enumeration herein of
      the
      rights or privileges of the Holder hereof, shall give rise to any liability
      of
      such Holder for the Exercise Price or as a shareholder of the Company, whether
      such liability is asserted by the Company or by its creditors.

     

    6.  RIGHTS
      AND OBLIGATIONS
      SURVIVE
      EXERCISE
      OF WARRANT. The
      rights and obligations of the Company, of the Holder of this Class C Warrant
      and
      of the holder of shares of Common Stock issued upon exercise of this Class
      C
      Warrant, shall survive the exercise of this Class C Warrant.

     

    7.  Further
      Representations, Warranties and Covenants of the Company.

     

    
      	7.1  	
              Articles
                and Bylaws.
                The Company has made available to Holder true, complete and correct
                copies
                of the Company Charter and Bylaws, as amended, through the date
                hereof.

            


    

     

    
      	7.2  	
              Due
                Authority.
                The execution and delivery by the Company of this Class C Warrant
                and the
                performance of all obligations of the Company hereunder, including
                the
                issuance to Holder of the right to acquire the shares of Common Stock,
                have been duly authorized by all necessary corporate action on the
                part of
                the Company, and the Class C Warrant is not inconsistent with the
                Company
                Charter or Bylaws and constitutes a legal, valid and binding agreement
                of
                the Company, enforceable in accordance with its
                terms.

            


    

     

    
      	7.3  	
              Consents
                and Approvals.
                No
                consent or approval of, giving of notice to, registration with, or
                taking
                of any other action in respect of any state, federal or other governmental
                authority or agency is required with respect to the execution, delivery
                and performance by the Company of its obligations under this Class
                C
                Warrant, except for any filing required by applicable federal and
                state
                securities laws, which filing will be effective by the time required
                thereby.

            


    

     

    
      	7.4  	
              Issued
                Securities.
                All issued and outstanding shares of capital stock of the Company
                have
                been duly authorized and validly issued and are fully paid and
                nonassessable. All outstanding shares of capital stock were issued
                in full
                compliance with all federal and state securities laws.
                

            


    

     

    
      	7.5  	
              Exempt
                Transaction.
                Subject to the accuracy of the Holders representations in Section
                8
                hereof, the issuance of the Common Stock upon exercise of this Class
                C
                Warrant will constitute a transaction exempt from (i) the registration
                requirements of Section 5 of the Securities Act of 1933, as amended
                (“1933
                Act”),
                in reliance upon Section 4(2) thereof, or upon the applicable exemption
                under Regulation D, and (ii) the qualification requirements of the
                applicable state securities laws.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	7.6  	
              Compliance
                with Rule 144.
                At
                the written request of the Holder, who proposes to sell Common Stock
                issuable upon the exercise of the Class C Warrant in compliance with
                Rule
                144 promulgated by the Securities and Exchange Commission, the Company
                shall furnish to the Holder, within five (5) days after receipt of
                such
                request, a written statement confirming the Company’s compliance with the
                filing requirements of the Securities and Exchange Commission as
                set forth
                in such Rule, as such Rule may be amended from time to
                time.

            


    

     

    
      	7.7  	
              Registration.
                The shares of Common Stock underlying this Class C Warrant are subject
                to
                registration rights set forth in Section 5 of the Subscription Agreement
                between the Company and the Holder, the terms of which are incorporated
                by
                reference herein. 

            


    

     

    8.  Representations
      and Covenants of the Holder.

     

    
      	8.1  	
              This
                Class C Warrant has been entered into by the Company in reliance
                upon the
                following representations and covenants of the
                Holder:

            


    

     

    8.1.1  Investment
      Purpose.
      The
      Class C Warrant or the Common Stock issuable upon exercise of the Class C
      Warrant will be acquired for investment and not with a view to the sale or
      distribution of any part thereof, and the Holder has no present intention of
      selling or engaging in any public distribution of the same except pursuant
      to a
      registration or exemption.

     

    8.1.2  Private
      Issue. The
      Holder understands (i) that the Class C Warrant and the Common Stock issuable
      upon exercise of this Class C Warrant are not registered under the 1933 Act
      or
      qualified under applicable state securities laws on the ground that the issuance
      contemplated by this Class C Warrant will be exempt from the registration and
      qualifications requirements thereof, and (ii) that the Company’s reliance on
      such exemption is predicated on the representations set forth in this Section
      8.

     

    8.1.3  Disposition
      of Holders Rights.
      In no
      event will the Holder make a disposition of the Class C Warrant or the Common
      Stock issuable upon exercise of the Class C Warrant unless and until (i) it
      shall have notified the Company of the proposed disposition, and (ii) if
      requested by the Company, it shall have furnished the Company with an opinion
      of
      counsel (which counsel may either be inside or outside counsel to the Holder)
      satisfactory to the Company and its counsel to the effect that (A) appropriate
      action necessary for compliance with the 1933 Act has been taken, or (B) an
      exemption from the registration requirements of the 1933 Act is available.
      Notwithstanding the foregoing, the restrictions imposed upon the transferability
      of any of its rights to acquire Common Stock issuable on the exercise of such
      rights do not apply to transfers from the beneficial owner of any of the
      aforementioned securities to its nominee or from such nominee to its beneficial
      owner, and shall terminate as to any particular share of stock when (1) such
      security shall have been effectively registered under the 1933 Act and sold
      by
      the Holder thereof in accordance with such registration or (2) such security
      shall have been sold without registration in compliance with Rule 144 under
      the
      1933 Act, or (3) a letter shall have been issued to the Holder at its request
      by
      the staff of the Securities and Exchange Commission or a ruling shall have
      been
      issued to the Holder at its request by such Commission stating that no action
      shall be recommended by such staff or taken by such Commission, as the case
      may
      be, if such security is transferred without registration under the 1933 Act
      in
      accordance with the conditions set forth in such letter or ruling and such
      letter or ruling specifies that no subsequent restrictions on transfer are
      required. Whenever the restrictions imposed hereunder shall terminate, as
      hereinabove provided, the Holder or holder of a share of stock then outstanding
      as to which such restrictions have terminated shall be entitled to receive
      from
      the Company, without expense to such Holder, one or more new certificates for
      the Class C Warrant or for such shares of stock not bearing any restrictive
      legend.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    8.1.4  Financial
      Risk.
      The
      Holder has such knowledge and experience in financial and business matters
      as to
      be capable of evaluating the merits and risks of its investment, and has the
      ability to bear the economic risks of its investment.

     

    8.1.5  Risk
      of No Registration.
      The
      Holder understands that if the Company does not file reports pursuant to Section
      15(d) and/or Section 12(g), of the Securities Exchange Act of 1934
      (“1934
      Act”),
      or if
      a registration statement covering the securities under the 1933 Act is not
      in
      effect when it desires to sell (i) the Class C Warrant, or (ii) the Common
      Stock
      issuable upon exercise of the Class C Warrant, it may be required to hold such
      securities for an indefinite period. The Holder also understands that any sale
      of the Class C Warrant or the Common Stock issuable upon exercise of the Class
      C
      Warrant which might be made by it in reliance upon Rule 144 under the 1933
      Act
      may be made only in accordance with the terms and conditions of that
      Rule.

     

    8.1.6  Accredited
      Investor. The
      Holder is an “accredited investor” within the meaning of Regulation D
      promulgated under the 1933 Act. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    9.   MODIFICATION
      AND WAIVER.
      This
      Class C Warrant and any provision hereof may be changed, waived, discharged
      or
      terminated only by an instrument in writing signed by the party against which
      enforcement of the same is sought.

     

    10.  NOTICES.
      Any
      notice required or permitted hereunder shall be given in writing (unless
      otherwise specified herein) and shall be deemed effectively given upon (i)
      personal delivery, against written receipt thereof, (ii) delivery via facsimile
      or e-mail as set forth below (iii) two business days after deposit with Federal
      Express or another nationally recognized overnight courier service, or (iv)
      five
      business days after being forwarded, postage paid, via certified or registered
      mail, return receipt requested, addressed to each of the other parties thereunto
      entitled at the following addresses, or at such other addresses as a party
      may
      designate by ten days advance written notice.

     

    11.  BINDING
      EFFECT
      ON
      SUCCESSORS.
      As
      provided in Section 2.3 above, this Class C Warrant shall be binding upon any
      corporation succeeding the Company by merger, consolidation or acquisition
      of
      all or substantially all of the Company’s assets. All of the obligations of the
      Company relating to the Common Stock issuable upon the exercise of this Class
      C
      Warrant shall survive the exercise and termination of this Class C Warrant.
      All
      of the covenants and agreements of the Company shall inure to the benefit of
      the
      successors and assigns of the Holder hereof. 

     

    12.  DESCRIPTIVE
      HEADINGS
      AND GOVERNING
      LAW.
      The
      description headings of the several sections and paragraphs of this Class C
      Warrant are inserted for convenience only and do not constitute a part of this
      Class C Warrant. This Class C Warrant shall be construed and enforced in
      accordance with, and the rights of the parties shall be governed by the laws
      of
      the State of Nevada.

     

    13.  LOST
      WARRANTS.
      The
      Company represents and warrants to the Holder hereof that upon receipt of
      evidence reasonably satisfactory to the Company of the loss, theft, destruction,
      or mutilation of this Class C Warrant and, in the case of any such loss, theft
      or destruction, upon receipt of an indemnity reasonably satisfactory to the
      Company, or in the case of any such mutilation upon surrender and cancellation
      of such Class C Warrant, the Company, at its expense, will make and deliver
      a
      new Class C Warrant, of like tenor, in lieu of the lost, stolen, destroyed
      or
      mutilated Class C Warrant. 

     

    14.  FRACTIONAL
      SHARES.
      No
      fractional shares shall be issued upon exercise of this Class C Warrant. The
      Company shall, in lieu of issuing any fractional share, pay the Holder entitled
      to such fraction a sum in cash equal to such fraction multiplied by the then
      effective Exercise Price.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    

      IN
        WITNESS
        WHEREOF,
        the
        Company has caused this Class C Warrant to be duly executed by its officers,
        thereunto duly authorized this _____ day of ________ _____.

    

     

    
      	
               

            	 	 
	 	
              NanoSensors,
                Inc., 

              a
                Nevada corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Ted L. Wong

              Title:
                Chief Executive Officer 

              and
                President

               

            
	 	
              Address: 
                 1800 Wyatt Drive, Suite 2

              Santa
                Clara, California 95054

               

              
                Phone: (408)
                  855-0051   

                Fax:
                  (408) 855-0079

              

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A


     

    SUBSCRIPTION
      FORM

     

    Date:
      _________________, _______

     

    NanoSensors,
      Inc. - Attn: President

     

    Ladies
      and Gentlemen:

     

    The
      undersigned hereby elects to exercise the Class C Warrant issued to it by
      NanoSensors, Inc. (“Company”)
      and
      dated November __, 2005, (“Warrant”)
      and to
      purchase thereunder __________________________________ shares of the Common
      Stock of the Company (“Shares”)
      at a
      purchase price of One Dollar ($1.00) per Share or an aggregate purchase price
      of
      __________________ ________________ Dollars ($__________) (“Exercise
      Price”).

     

    Pursuant
      to the terms of the Warrant, the undersigned has delivered the Exercise Price
      herewith in full in cash or by certified check or wire transfer.

     

    Very
      truly yours,

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

    


    To
      Be
      Executed by the Holder

    in
      Order
      to Assign Warrants

    


    FOR
      VALUE
      RECEIVED, ______________________________________________________ hereby sells,
      assigns and transfers unto

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

    


    ______________________________________

    


    ______________________________________

    


    ______________________________________

    [please
      print or type name and address]

    


    _____________________of
      the Class C Warrants represented by this Class C Warrant Certificate, and hereby
      irrevocably constitutes and appoints _________________________________________
      Attorney to transfer this Class C Warrant Certificate on the books of the
      Company, with full power of substitution in the premises.

    


    
      	
              Dated: _____________

            	 	 x_______________________________________________  
	 	 	
               Signature
                Guaranteed

            


    

                         

    THE
      SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      AS WRITTEN UPON THE FACE OF THIS CLASS C WARRANT CERTIFICATE IN EVERY
      PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
      MUST
      BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
      AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
      MIDWEST STOCK EXCHANGE.