EXHIBIT
      4.7

    


    THE
      WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
      EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED (THE “ACT”), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
      PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
      TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER
      TO
      THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR
      THE
      COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
      AVAILABLE.

    


    EXERCISABLE
      UNTIL ON OR BEFORE

    5:00
      P.M., NEW YORK TIME, _________, 2011

    

      
        	
                No.
                  ______

              	 	
                ___________________
                  Warrants

              


      


      NANOSENSORS,
        INC.

    

    


    UNIT
      PURCHASE WARRANT

    


    This
      warrant certificate (the “Warrant Certificate”) certifies that _______________
      or registered assigns, is the registered holder of warrants to purchase from
      NANOSENSORS, INC., a Nevada corporation (the “Company”) at any time from the
      date hereof until 5:00 P.M. New York time on ___________, 2011 (the “Warrant
      Exercise Term”), up to _______________________________ (_______) Units of the
      Company’s securities at the exercise price set forth in Section 4 below. Each
      Unit consists of one share of common stock, par value $.001 (the “Warrant
      Shares”) and one five-year warrant to purchase one share of Common Stock at an
      exercise price of $.01per share (the “Unit Warrant”). Upon exercise of this
      Warrant, each Warrant Share will be fully-paid and non-assessable.

    


    This
      Warrant shall be exercisable for Warrant Shares and Unit Warrants at any time,
      or from time-to-time, during the Warrant Exercise Term 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 Warrant properly endorsed
      with
      a form of subscription in substantially the form attached hereto duly filled
      in
      and signed and, if applicable, upon payment of the aggregate Exercise Price
      for
      the number of Warrant Shares and Unit Warrant for which this Warrant is being
      exercised determined in accordance with the provisions hereof. Payment of the
      aggregate Exercise Price may be made as elected by Holder in accordance with
      Section 1 hereof. 

    


    1. Exercise
      of Warrants.

    


    1.1
       Exercise
      Procedure.
      Each
      Warrant is initially exercisable to purchase one Warrant Share and one Unit
      Warrant at an initial exercise price of $0.01 per Warrant Share and Unit
      Warrant, subject to adjustment as set forth in Article 5 hereof, payable in
      cash
      or by check to the order of the Company, or any combination of cash or check.
      Upon surrender of this Warrant Certificate with the annexed Form of Election
      to
      Purchase duly executed, together with payment of the Exercise Price (as
      hereinafter defined) for the Warrant Shares and Unit Warrants purchased, at
      the
      Company’s principal offices (presently located at 1800 Wyatt Drive, Santa Clara,
      California 95054), the registered holder of the Warrant Certificate (“Holder” or
“Holders”) shall be entitled to receive a certificate or certificates for the
      Warrant Shares and Unit Warrants so purchased. 

    



    
      
        
        

      

      
        1

        
          

        

      

       

    


      1.2 Cashless
      Exercise.
      At any
      time during the Warrant Exercise Term, the Holder may, at its option, exchange
      the Warrants represented by such Holder's Warrant Certificate, in whole or
      in
      part (a “Cashless Exercise”), into the number of fully paid and non-assessable
      Warrant Shares and Unit Warrants determined in accordance with this Section
      1.2,
      by surrendering such Warrant Certificate at the principal office of the Company
      or at the office of its transfer agent, accompanied by a notice stating such
      Holder's intent to effect such exchange, the number of Warrants (the “Total
      Share Number”) to be exchanged and the date on which the Holder requests that
      such Cashless Exercise occur (the “Notice of Exchange”). The Cashless Exercise
      shall take place on the date specified in the Notice of Exchange, or, if later,
      the date the Notice of Exchange is received by the Company (the “Exchange
      Date”). Certificates for the Warrant Shares issuable upon such Cashless Exercise
      and, if applicable, a new Warrant Certificate of like tenor evidencing the
      balance of the Warrant Shares remaining subject to the Holder's Warrant
      certificate, shall be issued as of the Exchange Date and delivered to the Holder
      within three (3) days following the Exchange Date. For purposes of Rule 144,
      it
      is intended and acknowledged that the Warrant Shares issued in a Cashless
      Exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares required by Rule 144 shall be deemed
      to have been commenced, on the Issue Date. 

    


    The
      Holder may effect a Cashless Exercise by surrendering this Warrant to the
      Company and noting on the Exercise Notice that the Holder wishes to effect
      a
      Cashless Exercise, upon which the Company shall issue to the Holder the number
      of Warrant Shares determined as follows:

     

    X
      = Y x
      (A-B)/A

    


    where:          X
      = the
      number of Warrant Shares to be issued to the Holder;

    
 

    
      	 	 	 	
              Y
                =
                the number of Warrant Shares with respect to which this Warrant is
                being
                exercised;

            


    

     

    
      	 	 	 	
              A
                =
                the Market Price (as defined below) as of the Exercise Date;
                and

            


    

    


    
      	 	 	 	
              B
                =
                the Exercise Price.

            


    

    


    As
      used
      herein, the phrase “Market Price” at any date shall be deemed to be the last
      reported sale price, or, in case no such reported sale takes place on such
      day,
      the average of the last reported sale prices for the preceding three trading
      days, in either case as officially reported by the principal securities exchange
      on which the Common Stock is listed or admitted to trading or as reported in
      the
      Nasdaq National Market System, or, if the Common Stock is not listed or admitted
      to trading on any national securities exchange or quoted on the Nasdaq National
      Market System, the last reported sale price as furnished by the National
      Association of Securities Dealers, Inc. through Nasdaq or similar organization
      if Nasdaq is no longer reporting such information, or if the Common Stock is
      not
      quoted on Nasdaq, as determined in good faith by resolution of the Board of
      Directors of the Company, based on the best information available to it for
      the
      two days immediately preceding the Exchange Date.

    


        1.3. Vesting
      Period.
      The
      purchase rights represented by this Warrant Certificate are exercisable at
      the
      option of the Holder hereof, in whole or in part at anytime.

     

    1.4. Partial
      Exercise; New Warrant.
      In the
      case of the purchase of less than all the Warrant Shares and Unit Warrants
      purchasable under this Warrant Certificate, the Company shall cancel this
      Warrant Certificate upon the surrender thereof and shall execute and deliver
      a
      new Warrant Certificate of like tenor for the balance of the Warrant Shares
      and
      Unit Warrants purchasable hereunder.


    
      
        
        

      

      
        2

        
          

        

      

       

    


    2. Issuance
      of Certificates.
      Upon
      the exercise of the Warrants, the issuance of certificates for the Warrant
      Shares and Unit Warrants purchased pursuant to such exercise shall be made
      forthwith without charge to the Holder thereof including, without limitation,
      any tax which may be payable in respect of the issuance thereof, and such
      certificates shall (subject to the provisions of Article 3 hereof) be issued
      in
      the name of, or in such names as may be directed by, the Holder 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 such certificates in a name other than that of the Holder and the Company
      shall not be required to issue or deliver such certificates unless or until
      the
      person or persons requesting the issuance thereof shall have paid to the Company
      the amount of such tax or shall have established to the satisfaction of the
      Company that such tax has been paid.

    


    The
      Warrant Certificates and, upon exercise of the Warrants, the certificates
      representing the Warrant Shares and Unit Warrants shall be executed on behalf
      of
      the Company by the manual or facsimile signature of those officers required
      to
      sign such certificates under applicable law.

    


    3. Restricted
      Shares; Registration Rights.

    


    3.1 Restricted
      Shares upon Exercise. This
      Warrant Certificate and, upon exercise of the Warrants, in part or in whole,
      certificates representing the Warrant Shares and Unit Warrants shall bear a
      legend substantially similar to the following:

    


    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (“Act”), and may not be offered or sold or
      otherwise transferred except (i) pursuant to an effective registration statement
      under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the
      Act
      (or any similar rule under such Act relating to the disposition of securities),
      or (iii) upon the delivery by the holder to the Company of an opinion of
      counsel, reasonably satisfactory to counsel to the issuer, stating that an
      exemption from registration under such Act is available.”

    


    3.2 Restriction
      on Transfer of Warrants.
      The
      Holder of this Warrant Certificate, by its acceptance thereof, covenants and
      agrees that the Warrants and the Warrant Shares and Unit Warrants issuable
      upon
      exercise of the Warrants are being acquired as an investment and not with a
      view
      to the distribution thereof and that the Warrants and the Warrant Shares and
      Unit Warrants may not be transferred unless such securities are either
      registered under the Act and any applicable state securities law or an exemption
      from such registration is available. The Holder of this Warrant Certificate
      acknowledges that the Holder has been provided with an opportunity to ask
      questions of representatives of the Company concerning the Company and that
      all
      such questions were answered to the satisfaction of the Holder. In connection
      with any purchase of Warrant Shares and Unit Warrants the Holder agrees to
      execute any documents which may be reasonably required by counsel to the Company
      to comply with the provisions of the Act and applicable state securities
      laws.

    


    3.3.
       Registration
      Rights. 

    


      
      (a) The
      Company and Holder agree that the Holder shall be entitled to registration
      rights equivalent to the rights granted to the purchasers of the securities
      of
      the Company contemplated by that certain Selling Agent Agreement between the
      Company and the Holder dated May 10, 2006, as amended (the “Agency Agreement”).
      The registration rights granted by the Company to the purchasers of the
      securities contemplated by the Agency Agreement is set forth in that certain
      Registration Rights Agreement dated as of the date of this Warrant (the
“Registration Rights Agreement”) between the Holder and the Company.
      Accordingly, the Company shall include the Warrant Shares and shares of Common
      Stock issuable upon exercise of the Unit Warrants in any registration statement
      that if files pursuant to the Registration Rights Agreement, in accordance
      with
      the terms and conditions thereof, to allow for the resale of such shares by
      the
      Holder, regardless of whether such registration statement is filed pursuant
      to
      the demand of the parties to the Registration Rights Agreement or
      otherwise.


    
      
        
        

      

      
        3

        
          

        

      

       

    


    (b) In
      addition to the rights granted to the Holder in Section 3.3(a) of this Warrant,
      the Company agrees to include, on a one time basis, in any registration
      statement filed by the Company after the date hereof (excluding registration
      statements on Form S-4 or S-8 in connection with any merger or acquisition
      or
      employee option plans, respectively) the Warrant Shares and the shares of common
      stock underlying the Unit Warrants to allow the resale of such shares by the
      Holder under the federal securities laws. Any such registration statement shall
      be at the cost and expense of the Company, except for fees of counsel to the
      Holder and any underwriting or sales commissions with respect to Holder’s
      shares. The Company shall provide the Holder with at least 15 days written
      notice of its intent to file a registration statement with the Securities and
      Exchange Commission. The Company agrees to use its best efforts to have the
      registration statement declared effective as soon as possible, but the Company
      shall have the right, in its sole discretion, to terminate the filing at any
      time prior to its effectiveness. The Company further agrees to use its best
      efforts to maintain the effectiveness of such registration statement for at
      least nine months from the effective date. The Company shall provide the holder
      with such numbers of prospectuses as the holder may reasonably request in
      connection with the sale of any shares pursuant to the registration
      statement.

    


    (c) The
      Holder agrees by its acceptance of this Warrant that it shall provide any such
      information as may be reasonably required by the Company in connection with
      the
      registration statement regarding the Holder, including information regarding
      the
      Holder’s intended method of resale, amount and nature of shares held and other
      relevant information. The Holder hereby agrees to indemnify and hold harmless
      the Company, its officers, directors, accountants, agents and employees and
      any
      person who controls the Company within the meaning of Section 15 of the
      Securities Act of 1933 or Section 20(a) of the Securities and Exchange Act
      of
      1934, and any underwriter of the shares being sold by the Holder against all
      damages, claims, losses, causes of action, investigations (and expenses incurred
      with the foregoing) arising from any written information provided by the Holder
      to the Company for specific inclusion in the registration statement.


    


      (d) The
      Company further agrees that all of the Company’s obligations as described in the
      Registration Rights Agreement shall further extend to the Holder of this
      Warrant, including the obligations of the Company to provide such information
      and notices in accordance with the Registration Rights Agreement and the
      indemnification obligations described in the Registration Rights
      Agreement.

    


    4. Price

    


    4.1 Initial
      and Adjusted Exercise Price.
      The
      initial exercise price of each Warrant shall be $0.01 per share. The adjusted
      exercise price shall be the price which shall result from time to time from
      any
      and all adjustments of the initial exercise price in accordance with the
      provisions of Article 5 hereof.

    


    4.2 Exercise
      Price.
      The
      term “Exercise Price” herein shall mean the initial exercise price or the
      adjusted exercise price, depending upon the context.



    
      
        
        

      

      
        4

        
          

        

      

       

    


    5. Adjustments
      of Exercise Price and Number of Warrant Shares and Unit Warrants.

    


    5.1 Stock
      Dividends, Subdivisions, Reclassifications or Combinations.
      If the
      Company shall (A) declare a dividend or make a distribution on its Common Stock
      in shares of its Common Stock, (B) subdivide or reclassify the outstanding
      shares of Common Stock into a greater number of shares, or (C) combine or
      reclassify the outstanding Common Stock into a smaller number of shares, the
      Exercise Price in effect at the time of the record date for such dividend or
      distribution or the effective date of such subdivision, combination or
      reclassification shall be proportionately adjusted and the Holder, after such
      date, shall be entitled to receive the number of shares of Common Stock which
      he
      would have owned or been entitled to receive had this Warrant been exercised
      immediately prior to such date. Any adjustment made pursuant to this Section
      5.1
      that results in a decrease (or increase) in the Exercise Price shall also effect
      a proportional increase (or decrease) in the number of Warrant Shares and Unit
      Warrants into which this Warrant is exercisable. Successive adjustments in
      the
      Exercise Price shall be made whenever any event specified above shall occur.
      

    


    5.2 Consolidation,
      Merger, Sale or Conveyance.
      In case
      of any consolidation or merger of the Company with any other corporation (other
      than a wholly owned subsidiary), or in case of sale or transfer of all or
      substantially all of the assets of the Company, or in the case of any share
      exchange whereby the Common Stock is converted into other securities or
      property, the Company will be required to make appropriate provision so that
      the
      Holder will have the right thereafter to exercise this Warrant into the kind
      and
      amount of shares of stock and other securities and property receivable upon
      such
      consolidation, merger, sale, transfer or share exchange by a holder of the
      number of shares of Common Stock for which this Warrant was exercisable
      immediately prior to such consolidation, merger, sale, transfer or share
      exchange. Any adjustment made herein that results in a decrease (or increase)
      in
      the Exercise Price shall also effect a proportional increase or (decrease)
      in
      the number of Warrant Shares and Unit Warrants into which this Warrant is
      exercisable.

    


    5.3 Dilutive
      Issuances.

    


    (i) Adjustment
      Upon Dilutive Issuance.
      If, at
      any time commencing on the Issue Date and prior to the Expiration Date, the
      Company issues or sells any shares of Common Stock or any equity or equity
      equivalent securities (including any equity, debt or other instrument that
      is at
      any time over the life thereof convertible into or exchangeable for Common
      Stock
      or other securities which are so convertible or exchangeable) (collectively,
      “Common
      Stock Equivalents”)
      for
      per share consideration less than the Exercise Price on the date of such
      issuance or sale, (a “Dilutive
      Issuance”)
      (if
      the holder of the Common Stock or Common Stock Equivalent so issued shall at
      any
      time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which is issued in connection with such
      issuance, be entitled to receive shares of Common Stock at a price per share
      which is less than the Exercise Price, such issuance shall be deemed to have
      occurred for less than the Exercise Price) then the Exercise Price shall be
      adjusted so as to equal the consideration received or receivable by the Company
      (on a per share basis) for the additional shares of Common Stock or Common
      Stock
      Equivalents so issued, sold or deemed issued or sold in such Dilutive Issuance
      (which, in the case of a deemed issuance or sale, shall be calculated in
      accordance with subparagraph (ii) below). Such adjustment shall be made whenever
      such Common Stock or Common Stock Equivalents are issued. 

     

    (ii) Effect
      On Exercise Price Of Certain Events.
      For
      purposes of determining the adjusted Exercise Price under subparagraph (i)
      of
      this paragraph 5.3, the following will be applicable:

     

      (A) Issuance
      of Common Stock Equivalents.
      If the
      Company issues or sells any Common Stock Equivalents, whether or not immediately
      convertible, exercisable or exchangeable, and the price per share for which
      Common Stock is issuable upon such conversion, exercise or exchange is less
      than
      the Exercise Price in effect on the date of issuance or sale of such Common
      Stock Equivalents, then the maximum total number of shares of Common Stock
      issuable upon the conversion, exercise or exchange of all such Common Stock
      Equivalents shall, as of the date of the issuance or sale of such Common Stock
      Equivalents, be deemed to be outstanding and to have been issued and sold by
      the
      Company for such price per share. 


    
      
        
        

      

      
        5

        
          

        

      

       

    


      (B) Change
      in Conversion Rate.
      If,
      following an adjustment to the Exercise Price upon the issuance of Common Stock
      Equivalents pursuant to a Dilutive Issuance, there is a change at any time
      in
      (y) the amount of additional consideration, if any, payable to the Company
      upon
      the conversion, exercise or exchange of any Common Stock Equivalents; or (z)
      the
      rate at which any Common Stock Equivalents are convertible into or exercisable
      or exchangeable for Common Stock (in each such case, other than under or by
      reason of provisions designed to protect against dilution), then in any such
      case, the Exercise Price in effect at the time of such change shall be
      readjusted to the Exercise Price which would have been in effect at such time
      had such Common Stock Equivalents still outstanding provided for such changed
      additional consideration or changed conversion, exercise or exchange rate,
      as
      the case may be, at the time initially issued or sold.

     

         (C) Calculation
      of Consideration Received.
      If any
      Common Stock or Common Stock Equivalents are issued or sold for cash, the
      consideration received therefor will be the amount received by the Company
      therefor. In case any Common Stock or Common Stock Equivalents are issued or
      sold for a consideration part or all of which shall be other than cash,
      including in the case of a strategic or similar arrangement in which the other
      entity will provide services to the Company, purchase services from the Company
      or otherwise provide intangible consideration to the Company, the amount of
      the
      consideration other than cash received by the Company (including the net present
      value of the consideration other than cash expected by the Company for the
      provided or purchased services) shall be the fair market value of such
      consideration, except where such consideration consists of publicly traded
      securities, in which case the amount of consideration received by the Company
      will be the Market Price thereof on the date of receipt. The term “Market
      Price”
means,
      as of a particular date, the average of the high and low price of the Common
      Stock for the ten (10) consecutive Trading Days occurring immediately prior
      to
      (but not including) any given date, as reported in the Principal Market. In
      case
      any Common Stock or Common Stock Equivalents are issued in connection with
      any
      merger or consolidation in which the Company is the surviving corporation,
      the
      amount of consideration therefor will be deemed to be the fair market value
      of
      such portion of the net assets and business of the non-surviving corporation
      as
      is attributable to such Common Stock or Common Stock Equivalents. The
      independent members of the Company’s Board of Directors shall calculate
      reasonably and in good faith, using standard commercial valuation methods
      appropriate for valuing such assets, the fair market value of any consideration
      other than cash or securities.

     

    (D) Issuances
      Without Consideration Pursuant to Existing Securities.
      If the
      Company issues (or becomes obligated to issue) shares of Common Stock pursuant
      to any anti-dilution or similar adjustments (other than as a result of stock
      splits, stock dividends and the like) contained in any Common Stock Equivalents
      outstanding as of the date hereof, then all shares of Common Stock so issued
      shall be deemed to have been issued for no consideration. 

     

    (iii) Exceptions
      To Adjustment Of Exercise Price.
      Notwithstanding the foregoing, no adjustment to the Exercise Price shall be
      made
      pursuant to this Section
      5.3
      upon the
      issuance of any Excluded Securities. For purposes hereof, “Excluded
      Securities”
means
      (A) securities contemplated by the Agency Agreement, including any securities
      purchased in the financing contemplated thereby; (B) securities issued upon
      exercise of the Warrants issued in the financing contemplated by the Agency
      Agreement or upon the exercise of the warrants issued to Selling Agents as
      provided for in the Agency Agreement; (C) shares of Common Stock issuable or
      issued to (x) employees or directors from time to time either directly or upon
      the exercise of options, in such case granted or to be granted in the discretion
      of the Board of Directors, pursuant to one or more stock option plans or stock
      purchase plans adopted
      by the Company, or (y) to consultants or vendors, either directly or pursuant
      to
      warrants or other convertible securities to acquire shares of Common Stock
      that
      are outstanding on the date hereof or issued hereafter; (D) shares of Common
      Stock issued in connection with any Common Stock Equivalents outstanding on
      the
      date hereof; (E) shares of Common Stock or Common Stock Equivalents issued
      to
      third parties in connection with a joint venture, strategic alliance or other
      commercial relationship with such third party relating to the operation of
      the
      Company’s business, the primary purpose of which is not to raise equity capital;
      (F) the reduction in the exercise price of the common stock purchase warrants
      issued and outstanding prior to the commencement of the Offering as contemplated
      in financing described in the Agency Agreement; and (G) shares of Common Stock
      or other securities issued in connection with any stock split, stock dividend
      or
      recapitalization of the Company.


    
      
        
        

      

      
        6

        
          

        

      

       

    


      (iv) Adjustments;
      Additional Shares, Securities or Assets.
      In the
      event that at any time, as a result of an adjustment made pursuant to this
      Section
      5.3,
      each
      Holder shall, upon conversion of such Holder’s Warrants, become entitled to
      receive securities or assets (other than Common Stock) then, wherever
      appropriate, all references herein to shares of Common Stock shall be deemed
      to
      refer to and include such shares and/or other securities or assets; and
      thereafter the number of such shares and/or other securities or assets shall
      be
      subject to adjustment from time to time in a manner and upon terms as nearly
      equivalent as practicable to the provisions of this Section
      5.3.

     

    6. Exercise
      Limitation.
      In
      no
      event shall a Holder be permitted to exercise
      this Warrant, or part hereof, if, upon such exercise, the
      number of shares of Common Stock beneficially owned by the Holder (other than
      shares which would otherwise be deemed beneficially owned except for being
      subject to a limitation on conversion or exercise analogous to the limitation
      contained in this Section
      6),
      would
      exceed 4.99% of the number of shares of Common Stock then issued and
      outstanding. As used herein, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended, and the rules thereunder. To the extent that the limitation contained
      in this Section
      6
      applies,
      the submission of an Exercise Notice by the Holder shall be deemed to be the
      Holder’s representation that this Warrant is exercisable pursuant to the terms
      hereof and the Company shall be entitled to rely on such representation without
      making any further inquiry as to whether this Section
      6
      applies.
      Nothing contained herein shall be deemed to restrict the right of a Holder
      to
      exercise this Warrant, or part thereof, at such time as such exercise will
      not
      violate the provisions of this Section
      6.
      The
      limitations contained in this Section
      5
      shall
      cease to apply (x) upon sixty (60) days’ prior written notice from the Holder to
      the Company, or (y) immediately upon written notice from the Holder to the
      Company at any time after the public announcement or other disclosure of the
      (i)
      sale,
      conveyance or disposition of all or substantially all of the assets of the
      Company; (ii) effectuation of a transaction or series of transactions in which
      more than 50% of the voting power of the Company is disposed of (other than
      as a
      direct result of normal, uncoordinated trading activities in the Common Stock
      generally); (iii) the consolidation, merger or other business combination of
      the
      Company with or into any other entity, immediately following which the prior
      stockholders of the Company fail to own, directly or indirectly, at least 50%
      of
      the voting equity of the surviving entity; or (d) a transaction or series of
      transactions in which any person or entity Person or “group” (as such term is
      used in Sections 13(d) and 14(d) of the Exchange Act) acquires more than 50%
      of
      the voting equity of the Company (any of the foregoing transactions in this
      Section
      5(y) (i) - (iv),
      a
“Change of Control”).

     

    
      
        
        

      

      
        7

        
          

        

      

       

    


    7. Exchange
      and Replacement of Warrant Certificates.
      This
      Warrant Certificate is exchangeable without expense, upon the surrender hereof
      by the registered Holder at the principal executive office of the Company,
      for a
      new Warrant Certificate of like tenor and date representing in the aggregate
      the
      right to purchase the same number of Warrant Shares and Unit Warrants in such
      denominations as shall be designated by the Holder thereof at the time of such
      surrender. Upon receipt by the Company of evidence reasonably satisfactory
      to it
      of the loss, theft, destruction or mutilation of this Warrant Certificate,
      and,
      in case of loss, theft or destruction, of indemnity or security reasonably
      satisfactory to it, and reimbursement to the Company of all reasonable expenses
      incidental thereto, and upon surrender and cancellation of the Warrants, if
      mutilated, the Company will make and deliver a new Warrant of like tenor, in
      lieu thereof.

    


    8. Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      Warrant Shares and Unit Warrants and shall not be required to issue scrip or
      pay
      cash in lieu of fractional interests, it being the intent of the parties that
      all fractional interests shall be eliminated by rounding any fraction up to
      the
      nearest whole number of Warrant Shares and Unit Warrants.

    


    9. Reservation
      of Shares.
      Subject
      to its requirement to amend its Certificate of Incorporation so as to increase
      its number of authorized shares of Common Stock, the Company covenants that
      it
      will at all times reserve and keep available out of its authorized Common Stock,
      solely for the purpose of issuance upon exercise of this Warrant as herein
      provided, such number of shares of Common Stock as shall then be issuable upon
      the exercise of this Warrant. The Company covenants that all shares of Common
      Stock which shall be so issuable shall be duly and validly issued and fully-paid
      and non-assessable.

    


    10. Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be deemed to have been duly made when delivered, or mailed
      by
      registered or certified mail, return receipt requested:

    


    (a) If
      to a
      registered Holder of the Warrants, to the address of such Holder as shown on
      the
      books of the Company; or

    


    (b) If
      to the
      Company, to the address set forth in Article 1 of this Agreement or to such
      other address as the Company may designate by notice to the
      Holders.

    


    11. Binding
      Effect; Successors.
      This
      Warrant shall be binding upon any entity 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 Warrant shall survive the exercise and
      termination of this Warrant. All the covenants and provisions of this Agreement
      by or for the benefit of the Company and the Holders inure to the benefit of
      their respective successors and assigns hereunder. 

    


    12. Survival.
      The
      rights and obligations of the Company, of the Holder of this Warrant and of
      the
      holder of shares of Common Stock issued upon exercise of this Warrant, shall
      survive the exercise of this Warrant.

    


    13. Governing
      Law



    
      
        
        

      

      
        8

        
          

        

      

       

    


    13.1 Choice
      of Law.
      This
      Agreement shall be governed as to validity, interpretation, construction, effect
      and in all other respects by the internal laws of the State of New
      York.

    


    13.2 Jurisdiction
      and Service of Process.
      The
      Company and the Holder each (a) agrees that any legal suit, action or proceeding
      arising out of or relating to this Warrant Certificate, or any other agreement
      entered into between the Company and the Holder pursuant to the Offering shall
      be instituted exclusively in the appropriate state court of the State of New
      York, County of New York, or in the United States District Court for the
      Southern District of New York, (b) waives any objection which the Company or
      such Holder may have now or hereafter to the venue of any such suit, action
      or
      proceeding, and (c) irrevocably consents to the jurisdiction of the applicable
      state court of the State of New York, County of New York and the United States
      District Court for the Southern District of New York in any such suit, action
      or
      proceeding. The Company and the Holder each further agrees to accept and
      acknowledge service of any and all process which may be served in any such
      suit,
      action or proceeding in the applicable state court of the State of New York,
      County of New York and the United States District Court for the Southern
      District of New York and agrees that service of process upon the Company or
      the
      Holder mailed by certified mail to their respective addresses shall be deemed
      in
      every respect effective service of process upon the Company or the Holder,
      as
      the case may be, in any suit, action or proceeding.

    


    14. No
      Voting or Dividend Rights.
      Nothing
      contained in this 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 Warrant, the interest
      represented hereby, or the shares purchasable hereunder until, and only to
      the
      extent that, this Warrant shall have been exercised. 

    


    15. Representations
      and Covenants of the Holder.
      This
      Warrant has been entered into by the Company in reliance upon the following
      representations and covenants of the Holder:

    


    A. Investment
      Purpose; Restricted Security.
      This
      Warrant and the Warrant Shares and Unit Warrants issuable upon exercise of
      this
      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. The Holder understands (i) that this Warrant and
      the
      Warrant Shares and Unit Warrants issuable upon exercise of this Warrant are
      not
      registered under the 1933 Act or qualified under applicable state securities
      laws on the ground that the issuance contemplated by this 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. 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.

    


    B. Risk
      of No Registration.
      The
      Holder understands that if a registration statement covering the securities
      under the 1933 Act is not in effect when it desires to sell the Warrant Shares
      issuable upon exercise of the Warrant, it may be required to hold such
      securities for an indefinite period. The Holder also understands that any sale
      of the Warrant Shares issuable upon exercise of the 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.

    


    16.  Redemption.
       This
      Warrant may be redeemed at the option of the Company, at a redemption price
      of
      $0.01 per Warrant (the “Redemption
      Price”),
      at any
      time commencing twelve months after the effective date of the Registration
      Statement and the Expiration Date upon not less than 30 days (and not more
      than
      60 days) written notice delivered to the Holder, provided: (a) the closing
      bid
      price of the Common Stock is been at least 300% of the Exercise Price for twenty
      (20) consecutive trading days prior to the date of the notice of redemption
      and
      (b) there is an effective registration statement with a current prospectus
      available covering the shares of Common Stock issuable upon exercise of this
      Warrant. On
      and
      after the date fixed for redemption, the Holder shall have no rights with
      respect to this Warrant except to receive the Redemption Price per Warrant
      upon
      surrender of this Certificate. The
      Company covenants and agrees that it will honor all Exercise Notices tendered
      through the
      5:00
      Easter Time on the Business Day immediately preceding the Redemption Date.
      The
      redemption payment shall be made in cash on the date fixed for redemption in
      the
      Company’s notice of redemption, as described below (the “Redemption
      Date”).
      The
      notice of redemption shall specify: (i) the Redemption Price; (ii) the
      Redemption Date; (iii) the place where Warrant Certificates shall be delivered
      and the redemption price paid; and (iv) that the right to exercise the Warrants
      shall terminate at 5:00 p.m. EST on the Business Day immediately preceding
      the
      Redemption Date. An affidavit of the Secretary or an Assistant Secretary of
      the
      Company that notice of redemption has been mailed shall, in the absence of
      fraud, be conclusive evidence of the facts stated therein.


    
      
        
        

      

      
        9

        
          

        

      

       

    

     

    From
      and
      after the Redemption Date, the Company shall, at the place specified in the
      notice of redemption, upon presentation and surrender to the Company by or
      on
      behalf of the Holder thereof of this Warrant, deliver or cause to be delivered
      to or upon the written order of such holder a sum of cash equal to the
      Redemption Price of each such Warrant. From and after the Redemption Date and
      upon the deposit or setting aside by the Company of a sum sufficient to redeem
      all the Warrants called for redemption, such Warrants shall expire and become
      void and all rights hereunder and shall cease, except the right, if any, to
      receive payment of the Redemption Price.

     

    17. Miscellaneous.
      No
      recourse shall be had for any claim based hereon or otherwise in any manner
      in
      respect hereof, against any incorporator, stockholder, officer or director,
      past, present or future, of the Company or of any predecessor corporation,
      whether by virtue of any constitutional provision or statute or rule of law,
      or
      by the enforcement of any assessment or penalty or in any other manner, all
      such
      liability being expressly waived and released by the acceptance hereof and
      as
      part of the consideration for the issue hereof. No course of dealing between
      the
      Company and the Holder hereof shall operate as a waiver of any right of any
      Holder hereof, and no delay on the part of the Holder in exercising any right
      hereunder shall so operate. This Warrant and any provision hereof may be
      changed, waived, discharged or terminated only by an instrument in writing
      signed by (a) the party against which enforcement of the same is sought or
      (b)
      the Company and the holders of at least a majority of the number of shares
      into
      which the Warrants are exercisable (without regard to any limitation contained
      herein on such exercise), it being understood that upon the satisfaction of
      the
      conditions described in (a) and (b) above, each Warrant (including any Warrant
      held by the Holder who did not execute the agreement specified in (b) above)
      shall be deemed to incorporate any amendment, modification, change or waiver
      effected thereby as of the effective date thereof. Notwithstanding the
      foregoing, no modification to this amendment provision will be effective against
      any Holder without his consent. Any amendment shall be endorsed upon this
      Warrant, and all future Holders shall be bound thereby. 

    


    [REMAINDER
      OF PAGE INTENTIONALLY LET BLANK]


    
      
        
        

      

      
        10

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      officers, thereunto duly authorized this __ day of May, 2006.

     

    
      	 	 	 
	 	NANOSENSORS,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Ted Wong 
	 	Title:
              President


    


    
      
        
        

      

      
        11

        
          

        

      

       

    


    WARRANT
      EXERCISE FORM

    


    
      	TO:	
              Nanosensors,
                Inc.

              Attention: President 

              1800 Wyatt Drive, Suite #2

              Santa Clara, CA
                95054

            


    

     

    The
      undersigned Holder hereby irrevocably elects to exercise the right to purchase
      ________ shares of Common Stock covered by this Warrant according to the
      conditions hereof and herewith makes full payment of the Exercise Price of
      such
      shares. 

    


    The
      undersigned, by marking the box following this sentence, indicates his or her
      intention to exercise this Warrant on a cashless basis in accordance with the
      terms of this Warrant:  o

    


    Kindly
      deliver to the undersigned a certificate representing the Shares. 

    


    INSTRUCTIONS
      FOR DELIVERY 

    


    
      	
              Name:
                __________________________________________________________________

            	 
	 	
              (please
                typewrite or print in block letters)

            	 


    

    


    
      	
              Address:
                ________________________________________________________________

            	 


    

    


    
      	
              Tax
                I.D. No. or Social Security No.:
                ____________________________________________

            	 


    

    


    
      	
              Dated:
                ________________________

            	 


    

    


    Signature
      ________________________________

    


    STATE
      OF
      ___________)

    COUNTY
      OF
      _________) ss:

    


    On
      this
      __ day of ___________, before me personally came ________, to me known, who
      being by me duly sworn, did depose and say that he resides at
      __________________, that he is the holder of the foregoing instrument and that
      he executed such instrument and duly acknowledged to me that he executed the
      same.

    


    
      	 	 	 
	 	 	
              Notary
                Public

            


    

    



    
      
        
        

      

      
        12

        
          

        

      

       

    

     

    [FORM
      OF
      ASSIGNMENT]

    (To
      be
      executed by the registered holder if such holder

    desires
      to transfer the Warrant Certificate.)

    


    FOR
      VALUE
      RECEIVED ___________________________________
      hereby sells, assigns and transfers unto
      ____________________________________________________________________

    
      	
               

            


    

    (Please
      print name and address of transferee)

     

    this
      Warrant Certificate, together with all right, title and interest therein, and
      does hereby irrevocably constitute and appoint  ,
      Attorney, to transfer the within Warrant Certificate on the books of
      NANOSENSORS, INC., with full power of substitution.

    


    Dated: __________________  Signature:  

    ___________________________ 

    


     

    ______________________________

    (Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Warrant Certificate)

    


    __________________________
      

    


    __________________________
      

    (Insert
      Social Security or Other

    Identifying
      Number of Assignee)

    


    STATE
      OF
      ___________)

    COUNTY
      OF
      _________) ss:

    


    On
      this
      __ day of ___________, before me personally came ________, to me known, who
      being by me duly sworn, did depose and say that he resides at
      __________________, that he is the holder of the foregoing instrument and that
      he executed such instrument and duly acknowledged to me that he executed the
      same.

     

    
      	 	 	 
	 	 	
              Notary
                Public

            


    

    


    
      
        
        

      

      
        13