Exhibit 10.8




THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES
FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY NOR MAY THE
SECURITIES BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION 0F
SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES
LAWS OR COMPLJANCE WITH AN APPLICABLE EXEMPTION THEREFROM OR THERECEIPT BY THE
COMP ANY OF AN OPINION OF SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE
COMPANY, THAT SUCH REGISTRA TION IS NOT REQUIRED IN CONNECTION WITH SUCH
DISPOSITION.

                      WARRANT TO PURCHASE COMMON STOCK OF
                      NEAH POWER SYSTEMS, INC.

Warrant No. COMMON Stock- _______                    Bothell, Washington
Date of Issuance:  _________, 2006                   Number of Shares: 4,705,000
                                                     (subject to adjustment)

         THIS CERTIFIES THAT, for value received, NOVELLUS SYSTEMS, INC., or its
permitted registered assigns (the "HOLDER"), is entitled, subject to the terms
and conditions of this Warrant, at any time or from time to time after the date
hereof (the EFFECTIVE DATE"), and before 5:00 p.m. Pacific Time on April 30,
20ll (the "EXPIRATION DATE"), to purchase from NEAH POWER SYSTEMS, INC., a
Washington corporation (the "COMPANY"); FOUR MILLION SEVEN HUNDRED AND FIVE
THOUSAND (4,705,000) shares of Warrant Stock of the Company at a price per share
of $0.001 (the "EXERCISE PRICE"). Both the number of shares of Warrant Stock
purchasable upon exercise of this Warrant and the Exercise Price are subject to
adjustment as provided herein. This Warrant is issued pursuant to that certain
Letter Agreement dated as of the date hereof that extends that certain
Collaboration Agreement, dated as of April 29, 2004 (the "AGREEMENT"), between
the Company and the Holder. Unless defined otherwise herein, capitalized terms
shall have the meaning set forth in the Agreement.

1. CERTAIN DEFINITIONS. As used in this Warrant the following terms shall have
the following respective meanings:

     "FAIR MARKET VALUE" of a share or Warrant Stock as of a particular date
shall mean:

               (a) If traded on B. national securities exchange or the NASDAQ
          National Market, the Fair Marker Value shall be deemed to be the
          average of the closing prices of the shares of the Common Stock of the
          Company on such exchange or market over the 5 business days ending
          immediately prior to the applicable date of valuation;

               (b) If actively traded over-the-counter, the Fair Market Value
          shall be deemed to be the average of the closing bid prices over the
          30-day period ending immediately prior. to the applicable date of
          valuation; and


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               (c) If there is no active public market, the Fair Market Value
          shall be the value thereof, as agreed upon by the Company and the
          Holder; PROVIDED, HOWEVER, that if the Company and the Holder cannot
          agree on such value, such value shall be determined by an independent
          valuation firm experienced in valuing businesses sub as the Company
          and jointly selected in good faith by the Company and the Holder. Fees
          and expenses of the valuation firm shall be paid for by the Company.

         "REGISTERED HOLDER" shall mean any Holder in whose name this Warrant is
registered upon the books and records maintained by the Company. "SEC' shall
mean the U.S. Securities and Exchange Commission.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "WARRANT" shall include this Warrant and any warrant delivered in
substitution or exchange for this warrant as provided herein.

     "WARRANT STOCK" shall mean the Common Stock of the Company and any other
securities at any time receivable or issuable upon exercise of this Warrant.

2. EXERCISE OF WARRANT.

         2.l.PAYMENT. Subject to compliance with the terms and conditions of
this Warrant and applicable securities laws, this Warrant may be exercised, in
whole or in part at any time or from time to time, on or before the Expiration
Date by the delivery (including, without limitation, delivery by facsimile) of
the form OF NOTICE of Exercise attached hereto as EXHIBIT 1 (the "NOTICE OF
EXERCISE"), duly executed by the Holder, at the principal office of the Company,
and as soon as practicable after such date, surrendering

                    (a) this Warrant at the principal office of the Company, and

                    (b) payment, (i) in cash (by check) or by wire transfer,
               (ii) by cancellation by the Ho1der of indebtedness of the Company
               to the Holder; or (iii) by a combination of (i) and (ii), of an
               amount equal to the product obtained by multiplying the number of
               shares of Warrant Stock being purchased upon such exercise by the
               then effective Exercise Price (the "EXERCISE AMOUNT').

         2.2. NET ISSUE EXERCISE. In lieu of the payment methods set forth in
Section 2.1 (b) above, if the Fair Market Value of one share of Warrant Stock is
greater than the Exercise Price (at the date of calculation set forth below),
the Holder may elect to exchange all or some of the Warrant for shares of
Warrant Stock equal to the value of the Warrant being exchanged on the date of
exchange. If the Holder elects to exchange this Warrant as provided in this
Section 2.2, the Holder shall tender to the Company, at the principal office of
the Company, the Warrant for the amount being exchanged, along with a properly
endorsed Notice of Exercise, and the Company


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shall issue to the Holder the number OF shares of the Warrant Stock computed
using the following formula:

               X =   Y (A-B)
                     ------
                       A

Where:    X = the number of shares of Warrant Stock to be issued to the Holder.

          Y = the number of shares of Warrant Stock purchasable under the amount
          of the Warrant being exchanged (as adjusted to the date of such
          calculation).

          A = the Fair Market Value of one share of the Warrant Stock.

          B = Exercise Price (as adjusted to the date of such calculation).

All references herein to an "exercise" of the Warrant shall include an exchange
pursuant to this Section 2.2.

         2.3. STOCK CERTIFICATES; FRACTIONAL SHARES. As soon as practicable on
or after the date of exercise of this Warrant under Section 2.1 or 2.2 above, as
applicable, the Company shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of
whole shares of Warrant Stock issuable upon such exercise, together with cash in
lieu of any fraction of a share equal to such fraction of the current Fair
Market Value of one whole share of Warrant Stock as of the date of exercise of
this Warrant. No fractional shares or scrip representing fractional shares shall
be issued upon an exercise of this Warrant.

         2.4. PARTIAL EXERCISE; EFFECTIVE DATE OF EXERCISE. In case of any
partial exercise of this Warrant, the Company shall cancel this Warrant upon
surrender hereof and shall execute and deliver a new Warrant of like tenor and
date for the balance of the shares of Warrant Stock purchasable hereunder. This
Warrant shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above. The person
entitled to receive the shares of Warrant Stock issuable upon exercise of this
Warrant shall be treated for all purposes as the holder of record of such shares
of Warrant Stock as of the close of business on the date the Holder is deemed to
have exercised this Warrant.

         2.5. VESTING. The purchase rights represented by this Warrant shall
vest in accordance with the schedule set forth on SCHEDULE 1 attached hereto.
Notwithstanding anything to the contrary set forth herein or on SCHEDULE 1
attached hereto, upon (i) the reorganization or merger ( or similar transaction
or series of transactions) of the Company with or into another corporation or
corporations in which the holders of the Company's outstanding voting stock
immediately before such transaction or series of related transactions do not,
immediately after such transaction or series of related transactions, retain
stock representing a majority of the voting power of the surviving corporation (
or its parent corporation) if the surviving corporation is wholly owned by the
parent corporation) of such transaction of series of related transactions; or
(ii) a sale, transfer or exclusive license of all or substantially all of the
assets of the Company, the purchase rights represented by this Warrant shall
immediately and fully accelerate and all shares of Warrant Stock issuable under
this Warrant shall vest fully and be immediately exercisable by the Holder.

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2.6. EXERCISE PRIOR TO VESTING: REPURCHASE RIGHT.

                    (a) PURCHASE OF UNVESTED SHARES OF WARRANT STOCK.
               Notwithstanding the vesting provisions set forth in Section 2.5
               above, the Holder shall have the right to exercise this Warrant
               as to any Warrant Stock that is not then vested in accordance
               with said Section 2.5 and any such shares of Warrant Stock that
               are not so vested and purchased in accordance with this Section
               2.6(a) shall be deemed unvested shares of Warrant Stock for the
               purpose of this Section 2.6 and subject to the Company's
               Repurchase Right as provided in this Section 2.6; provided, that
               to the extent that any shares of Warrant Stock have vested
               pursuant to said Section 2.5 before or after any exercise of this
               Warrant, such shares of Warrant Stock shall be deemed vested and
               not subject to this Section 2.6.

                    (b) REPURCHASE RIGHT. The Company is hereby granted the
               right (the "Repurchase Right"), exercisable at any time during
               the ninety (90) day period following the date on the vesting
               schedule specified in SCHEDULE 1 attached hereto as to when all
               of the Milestones are to be completed ("Milestone Date") and also
               exercisable again at any time during the ninety (90) day period
               following the date termination of the Agreement (the "Termination
               Date"), to repurchase all or any portion of the shares of Warrant
               Stock that have not vested pursuant to Section 2:5 above and that
               have been purchased upon exercise of the Warrant (the "Share
               Repurchase Period").

                    (c) MANNER OF EXERCISE OF REPURCHASE RIGHT The Repurchase
               Right shall be exercisable by written notice delivered to the
               Holder prior to the expiration of the Share Repurchase Period.
               The notice shall indicate the number of Shares to be repurchased
               and the date on which the repurchase is to be effected, such date
               to be not later than the last day of the Share Repurchase Period.
               On the date on which the repurchase is to be effected, the
               Company and/or its assigns shall pay to the Holder of such
               unvested shares in cash or cash equivalents (including the
               cancellation of any purchase-money indebtedness) an amount equal
               to the Exercise Price per share previously paid by the Holder to
               the Company for such shares. Upon such payment or deposit into
               escrow for the benefit of the Holder of the such shares, the
               Company and/or its assigns shall become the legal and beneficial
               owner of such shares being repurchased and rights and interest
               thereon or related thereto, and the Company shall have the right
               to transfer to its own name or its assigns the number of Shares
               being repurchased, without further action by the Ho1der.

                    (d) TERMINATION OF THE REPURCHASE RIGHT. The Repurchase
               Right shall terminate with respect to any Shares for which it is
               not timely exercised.

                    (e) ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the
               event of any transaction described in Section 4 or 15.2 hereof,
               the Repurchase Right shall apply to the new capital stock or
               other property (including cash paid other than as a regular cash
               dividend) received in exchange for the unvested shares of


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               Warrant Stock in consummation of any such transaction and such
               stock or property shall be deemed Additional Securities for
               purposes of this Agreement, but only to the extent the Shares are
               at the time covered by such Repurchase Right. Appropriate
               adjustments shall be made to the price per share payable upon
               exercise of the Repurchase Right to reflect the effect of any
               such transaction.

3. VALID ISSUANCE; TAXES. All shares of Warrant Stock issued upon the exercise
of this Warrant shall be validly issued, fully paid and non-assessable, and the
Company shall pay all taxes and other governmental charges that may be imposed
on the Company in respect of the issue or delivery thereof.

4. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number of shares of
Warrant Stock issuable upon exercise of this Warrant (or any shares of stock or
other securities or property receivable or issuable upon exercise of this
Warrant) and the Exercise Price are subject to adjustment upon occurrence of the
following events:

         4.1. ADJUSTMENT FOR STOCK SPLITS; STOCK SUBDIVISIONS OR COMBINATIONS OF
SHARES. If the Company at any time while this Wau1mt, or any portion hereof,
remains outstanding and unexpired shall split, subdivide or combine the shares
of Warrant Stock, as to which purchase rights under this Warrant exist, into a
different number of securities of the same class, the number of shares of
Warrant Stock issuable upon exercise of this Warrant shall be proportionately
increased and the Exercise Price for such securities shall be proportionately
decreased in the case of a split or subdivision, and likewise, the number of
shares of Warrant Stock issuable upon exercise of this Warrant shall be
proportionately decreased and the Exercise Price proportionately increased in
the case of a combination.

         4.2 ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR OTHER
SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall fix a
record date for the determination of eligible holders entitled to receive, a
dividend or other distribution with respect to the Common Stock (or any shares
of stock or other securities at the time issuable upon exercise of the Warrant)
payable in (a) securities of the Company or (b) assets (excluding cash dividends
paid or payable solely out of retained earnings), then, in each such case, the
Holder on exercise of this Warrant at any time after the consummation, effective
date or record date of such dividend or other distribution, shall receive, in
addition to the shares of Common Stock (or such other stock or securities)
issuable on such exercise prior to such date, and without the payment of
additional consideration therefore, the securities or such other assets of the
Company to which such Holder would have been entitled upon such date: if such
Holder had exercised this Warrant on the date hereof and had thereafter, during
the period from the date hereof to and including the date of such exercise,
retained such shares and/or all other additional stock available by it as
aforesaid during such period giving effect to all adjustments called for by this
Section 4.

         4.3. RECLASSIFICATION. If the Company, by reclassification of
securities or otherwise, shall change any of the securities as to which purchase
rights under this Warrant exist into the: same or a different number of
securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities that
were subject to the purchase rights


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under this Warrant immediately prior to such reclassification or other change
and the Exercise Price therefore shall be appropriately adjusted, all subject to
further adjustment as provided in this Section 4. No adjustment shall be made
pursuant to this Section 4.3 upon any conversion or redemption of the Common
Stock which is the subject of Section 4.5.

         4.4. ADJUSTMENT FOR CAPITAL REORGANIZATION, MERGER OR CONSOLIDATION. If
at any time while this Warrant, or any portion hereof, is outstanding and
unexpired there shall be (a) a reorganization (other than a combination"
reclassification, exchange or subdivision of shares as otherwise provided for
herein), (b) a merger or consolidation of the Company with or into another
corporation in which the Company is not the surviving entity, or a reverse
triangular merger, or similar transaction, in which the Company is the surviving
entity but the shares of the Company's capital stock outstanding immediately
prior to the merger are converted into other property, whether in the form of
securities, cash, or otherwise, and as a result of which the ownership of the
Company shall change by fifty percent (50%) or more, or (c) a sale or transfer
of all or substantially all of the Company's assets to any other person, then,
as a part of such reorganization, merger, consolidation, sale or transfer
(collectively, a "TRANSACTION"), this Warrant shall cease to represent the right
to receive Warrant Shares and shall automatically represent the right to receive
upon the exercise of this Warrant, during the period specified herein and upon
payment of the Exercise Price then in effect, the number of shares of stock, or
other securities or property offered to the Company's holders of Warrant Stock
in connection with such Transaction that a holder of shares Warrant Stock would
have been entitled to receive in such Transaction if this Warrant had been
exercised in full immediately before such Transaction, subject to further
adjustment as provided in this Section 4. The foregoing provisions of this
Section 4.4 shall similarly apply to successive reorganizations, consolidations,
mergers, sales, and transfers to the extent that this Warrant is assigned to or
assumed by any successor corporation or entity, whether by operation of law or
otherwise, and to the stock or Securities of any other corporation that are at
the time receivable upon the exercise of this Warrant. If the per- share
consideration payable to the holder hereof for shares of Warrant Stock in
connection with any such Transaction is in a form other than cash or marketable
securities, then the value of such consideration shall be determined in good
faith by the Company's Board of Directors. In all events, appropriate adjustment
(as determined in good faith by the Company's Board of Directors) shall be made
in the application of the provisions of this Warrant with respect to the rights
and interests of the Holder after the Transaction, to the end that the
provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant.

5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in tube
Exercise Price, or number or type of shares issuable upon exercise of this
Warrant, the Chief Financial Officer or Controller of the Company shall compute
such adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based, including a statement of the adjusted Exercise
Price. The Company shall promptly send (by facsimile and by either first class
mail, postage prepaid or overnight delivery) a copy of each such certificate to
the Holder.

6. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the
Company of the ownership of and the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to it, and (in the case
of mutilation) upon surrender and

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cancellation of this Warrant, the Company will execute and deliver in lieu
thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated
Warrant.

 7. RESERVATION OF WARRANT STOCK. The Company hereby covenants that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant
such number of shares of Warrant Stock or other shares of capital stock of the
Company as are from time to time issuable upon exercise of this Warrant and,
from time to time, will take all steps necessary to amend its Articles of
Incorporation to provide sufficient reserves of shares of Warrant Stock issuable
upon exercise of this Warrant. All such shares shall be duly authorized, and
when issued upon such exercise, shall be validly issued, fully paid and
non-assessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale and free and clear of all preemptive
rights, except encumbrances or restrictions arising under federal or state
securities laws. Issuance of this Warrant shall constitute full authority to the
Company's Officers who are charged with the duty of executing stock certificates
to execute and issue the necessary certificates for shares of Warrant Stock upon
the exercise of this Warrant.

8. TRANSFER AND EXCHANGE. Subject to the terms and conditions of this Warrant
and compliance with all applicable securities laws, this Warrant and all rights
hereunder may be transferred to any Registered Holder, parent, subsidiary or
affiliate of the Holder, in whole or in part, on the books of the Company
maintained for such purpose at the principal office of the Company referred to
above, by the Registered Holder hereof in person, or by duly authorized
attorney, upon surrender of this Warrant properly endorsed and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer. Upon any permitted partial transfer, the Company will issue and
deliver to the Registered Holder a new Warrant or Warrants with respect to the
shares of Warrant Stock not so transferred. Each taker and holder of this
Warrant, by taking or holding the same, consents and agrees that when this
Warrant shall have been so endorsed, the person in possession of this Warrant
may be treated by the company, and all other persons dealing with this Warrant,
as the absolute owner hereof for any purpose and as the person entitled to
exercise the rights represented hereby, any notice to the contrary
notwithstanding; PROVIDED, HOWEVER that until a transfer of this Warrant is duly
registered on the books of the Company, the Company may treat the Registered
Holder hereof as the owner for all purposes.

9. RESTRICTIONS ON TRANSFER. The Holder, by acceptance hereof, agrees that,
absent an effective registration statement filed with the SEC under the
Securities Act, covering the disposition or sale of this Warrant or the Warrant
Stock issued or issuable upon exercise hereof, and registration or qualification
under applicable state securities laws, such Holder will not sell, transfer,
pledge, or hypothecate any or all such Warrants or Warrant Stock, as the case
may be, unless either (i) the Company has received an opinion of counsel, in
form and substance reasonably satisfactory to the Company, to the effect that
such registration is not required in connection with such disposition or (ii)
the sale of such securities is made pursuant to Rule 144, promulgated under the
Securities Act.

 10. REGISTRATION RIGHTS. If the Company shall determine to register any of its
securities either for its own account or the account of a security holder or
holders, other than a registration relating solely to employee benefit plans, a
registration relating to the offer and sale of debt securities, a registration
relating to a corporate reorganization or other Rule 145 transaction, or a

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registration on any registration form that does not permit secondary sales, the
Company will promptly give written notice of the proposed registration to the
Holder; and include in such registration (and any related qualification under
blue sky laws or other compliance), except as set forth below, and in any
underwriting involved therein, all of the vested Warrant Shares not otherwise
subject to a Section 2.6 Repurchase Right as are specified in a written request
made by the Holder received by the Company within ten (10) business days after
such written notice from the Company is mailed or delivered. Such written
request may specify all or a part of the Holder's vested Warrant Shares. If the
registration of which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise the Holder as a
part of the written notice given pursuant to this Section 10. In such event, the
right of the Holder to registration pursuant to this Section 10 shall be
conditioned upon the holder's participation in such underwriting and the
inclusion of such Holder's vested Warrant Shares in the underwriting to the
extent provided herein. The Holder shall (together with the Company) enter into
an underwriting agreement in customary form with the representative, of the
underwriter or underwriters selected by the Company. Notwithstanding any other
provision of this Section 10, if the underwriters advise the Company in writing
that marketing factors require a limitation on the number of shares to be
underwritten or that registering Holder's vested Warrant Shares in the
underwriting could adversely affect in a material way the Company's share price
or terms of the registration and underwriting, the underwriters may (subject to
the limitations set forth below) limit the number of vested Warrant Shares to be
included in, the registration and underwriting. The Company shall so advise the
Holder, and the number of shares of securities that are entitled to be included
in the registration and underwriting shall be allocated, as follows: (i) first,
to the Company for securities being sold for its own account, and (ii) second,
PRO RATA to all holders of shares of the Company, including the Holder of the
vested Warrant Shares, requesting to include their shares in such registration
statement. In addition, this right to register the vested Warrant Shares shall
not apply to any registration solely of the shares issued by the Company
pursuant to that certain Private Placement Memorandum date on or about April 15,
2006.

11. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder
hereby represents, warrants and covenants that any shares of stock purchased
upon exercise of this Warrant or acquired upon conversion thereof shall be
acquired for investment only and not with a view to, or for sale in connection
with, any distribution thereof; that the Holder has had such opportunity as the
Holder has deemed adequate to obtain from representative's of the Company such
information as is necessary to permit the Holder to evaluate the merits and
risks of its investment in the Company; that the Holder is able to bear the
economic risk of holding such shares of Warrant Stock for an indefinite period;
that the Holder understands that shares of Warrant Stock will not be registered
under the Securities Act (unless otherwise required pursuant to exercise by the
Holder of the registration rights, if any, previously granted to the Holder) and
will be "restricted securities" within the meaning of Rule 144 promulgated under
the Securities Act and that the exemption from registration under Rule 144 will
not be available for at least one year from the date of exercise of this
Warrant, subject to any special treatment by the SEC for exercise of this
Warrant pursuant to Section 2.2, and even then will not be available unless a
public market then exists for the stock, adequate information concerning the
Company is then available to the public, and other terms and conditions of Rule
144 are complied with;: and that all stock certificates representing shares of
Warrant Stock may have affixed thereto a legend substantially in the following
form:

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               THE SECURITIES REPRESENTED HEREBY HAVE NOT
               BEEN REGISTERED UNDER UNITED STATES FEDERAL
               OR STATE SECURITIES LJ\WS AND MAY NOT BE
               OFFERED FOR SALE, SOLD OR OTHERWISE
               TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY
               OR INDIRECTLY, NOR MAY THE SECURITIES BE
               TRANSFERRED ON THE BOOKS OF THE COMPANY,
               WITHOUT REGISTRATION OF SUCH SECURITIES UNDER
               ALL APPLICABLE UNITED STATES FEDERAL OR STATE
               SECURITIES LAWS OR COMPLIANCE WITH AN
               APPLICABLE EXEMPTION THEREFROM OR THE RECEIPT
               BY THE COMPANY OF AN OPINION OF SHAREHOLDER'S
               COUNSEL, IN FORM ACCEPTABLE TO THE COMPANY,
               THAT SUCH REGISTRATION IS NOT REQUIRED IN
               CONNECTION WITH SUCH DISPOSITION.

12. NO RIGHTS OR LIABILITIES AS SHAREHOLDERS. This Warrant shall not entitle the
Holder to any voting rights or other rights as a shareholder of the Company.

13. TITLES AND HEADINGS. The titles, captions and headings of this Warrant are
included for ease of reference only and will be disregarded in interpreting or
construing this Warrant. Unless otherwise specifically stated, all references
herein to "sections," "schedules" and "exhibits" will mean "sections,"
"schedules" and "exhibits" to this Warrant.

14. LAW GOVERNING. This Warrant shall be governed in all respects by the laws of
the State of Washington, without regard to principles of conflict of laws.

15. NOTICE.

         15.1. MERGER OR SALE. If the Company proposes to sell, convey, or
otherwise dispose of all or substantially all of its property or business or
merge into or consolidate with any other corporation (other than a wholly-owned
subsidiary corporation), including an exc1usive license of all or substantially
all of the intellectual property assets of the Company, or effect any other
transaction or series of related transaction in which more than fifty percent (
50% ) of the voting power of the Company is disposed of ( other than a
transaction or series of related transactions approved by the holders of Common
Stock and the holders of each series of Preferred Stock, voting separately), but
excluding (i) a consolidation with a wholly owned subsidiary of the Company, or
(ii) a merger effected solely for the purpose of changing the domicile of the
Company, then the Company shall give the Registered Holder written notice of
such impending transaction not later than ten ( 10) days prior to the
shareholders' meeting called to approve such transaction, or ten ( 10) days
prior to the closing of such transaction, whichever is ear1ier, and shall also
notify the Registered Holder in writing of the final approval of such
transaction. The first of such notices shall describe the material terms and
conditions of the impending transaction, and the Company shall thereafter give
the Registered Holder prompt notice of any material changes. The transaction
shall I in no event take p1ace sooner than ten ( 10) days after the Company has
given the first notice provided for herein or sooner than ten ( 10) days after
the

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Company has given notice of any material changes provided for herein; PROVIDED,
HOWEVER, that such periods may be shortened upon the written consent of the
Registered Holder.

         15.2. DIVIDEND, RECLASSIFICATION DISSOLUTION. In case: (a) the Company
shall take a record of the holders of its Common Stock ( or other stock or
securities at the time receivable upon the exercise of this Warrant), for the
purpose of entitling them to receive any dividend or other distribution; (b) of
any reclassification of the capital stock of the Company; or (c) of any
voluntary dissolution, liquidation or winding-up of the Company; then, and in
each such case, the Company will mail or cause to be mailed to the Registered
Holder a notice specifying, as the case may be, (i) the date on which a record
is to be taken for the purpose of such dividend or distribution, or (ii) the
date and the time, if any is to be fixed, as of which the holders of record of
Warrant Stock shall be entitled to exchange their shares of Warrant Stock for
securities or other property deliverable upon such event. Such notice shall be
delivered at least ten (10) days prior to the date therein specified.

         15.3. MANNER OF NOTICE. Any notice required or permitted by this
Warrant shall be in writing and shall be deemed sufficient upon delivery, when
delivered personally or by overnight courier or sent by telegram or fax, or
ninety-six (96) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, and addressed to the party to be notified
at such party's address or fax number as set forth on the signature page below
or as subsequently modified by written notice.

16. SEVERABILITY. If any section, provision or clause of this Warrant shall be
found or be held to be illegal, invalid or unenforceable, the remainder of this
Warrant shall be: valid and enforceable and the parties shall use good faith to
negotiate a substitute, valid and (enforceable provision that most nearly
affects the parties' intent in entering into this Warrant.

 17. COUNTERPARTS. This Warrant may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument.

18. NO INCONSISTENT AGREEMENTS. The Company will not on or after the date of
this Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holder of this Warrant or otherwise
conflicts with the provisions hereof. The rights granted to the Holder hereunder
do not in any way conflict with and are not inconsistent with the rights granted
to holders of the Company's securities under any other agreements, except rights
that have been waived.

 19. SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a
Saturday, Sunday or legal holiday, the Expiration Date shall automatically be
extended until 5:00 p.m. the next business day.

                       [SPACE LEFT INTENTIONALLY BLANK.]

                                       10


<PAGE>





IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
Effective Date.

                    NEAH POWER SYSTEMS, INC.

                    By: /s/ Paul Abramowitz
                    Name: Paul Abramowitz
                    Title: President & CEO
                    Address: 22122 20th Ave SE, Suite 161
                             Bothell, WA 98021
                    Fax:     (425) 483-8454
                    Date:    05/25/2006

                    NOVELLUS SYSTEMS, INC.

                    By: /s/ Tom Foy
                    Name: Tom Foy
                    Title: VP & Corporate Controller
                    Address: 4000 North First Street
                             San Jose, CA 95134
                    Fax:     (408) 943-3422
                    Date:    05/26/2006


<PAGE>





                                SCHEDULE 1
                                VESTING SCHEDULE

The purchase rights represented by this Warrant shall vest as Neah and Novellus
ACHIEVE certain business and/or technical milestones under the Collaboration
Agreement, as extended by that certain Letter Agreement dated as of the date
hereof, all as shall be reasonably negotiated by Neah and Novellus in the ninety
(90) days following the date of the Letter Agreement and this Warrant (the
"Milestones"). If Neah and Novellus fail to agree on the appropriate Milestones
and/or vesting schedule within said ninety (90) day period, then, as provided in
the Letter Agreement, either party shall have the right to terminate the Letter,
effective five (5) days following delivery of written notice to terminate to the
other party. Any such termination shall cause the Collaboration Agreement to
terminate and shall cause Novellus' right to purchase the Warrant Stock to
terminate; provided that any obligations of Neah to pay Novellus any amounts
hereunder or pursuant to the Collaboration Agreement that have accrued prior to
termination shall survive such termination.

                                       2