EXHIBIT
      4.2


SAMPLE
      WARRANT - CASHLESS FORMAT





NEITHER
      THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY ACCEPTABLE
      TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
      ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
      EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
      MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.





MODERN
      MEDICAL MODALITIES CORPORATION





WARRANT





Warrant
      No. M-0XX Date
      of
      Original Issuance: XXXXXXXXX





Modern
      Medical Modalities Corporation, a New Jersey corporation (the “Company”), hereby
      certifies that, for value received, XXXXXXXXXX or its registered assigns (the
      “Holder”), has the right to purchase from the Company up to a total of XXXXXX
      (“xxx-xxxxxxxxxxxxxxxxx) shares of common stock, $0.0002 par value per share
      (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all
      such shares, the “Warrant Shares”) at an exercise price equal to $X.XX per share
      (as adjusted from time to time as provided in Section 8, the “Exercise Price”),
      at any time and from time to time from and after the date hereof and through
      and
      including XXXXXXXXX (the “Expiration Date”).





13.  Registration
      of Transfers .
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Company’s transfer agent or to
      the Company at its address specified herein. Upon any such registration or
      transfer, a new warrant to purchase Common Stock, in substantially the form
      of
      this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of
      this Warrant so transferred shall be issued to the transferee and a New Warrant
      evidencing the remaining portion of this Warrant not so transferred, if any,
      shall be issued to the transferring Holder. The acceptance of the New Warrant
      by
      the transferee thereof shall be deemed the acceptance by such transferee of
      all
      of the rights and obligations of a holder of a Warrant.





14.  Exercise
      and Duration of Warrants .





(a)  This
      Warrant shall be exercisable by the registered Holder at any time and from
      time
      to time on or after the date hereof to and including the Expiration Date. At
      11:59 p.m., Eastern Time on the Expiration Date, the portion of this Warrant
      not
      exercised prior thereto shall be and become void and of no
      value.








(b)  The
      Holder may, at its option during such time, elect to pay some or all of the
      Exercise Price payable upon an exercise of this Warrant by canceling a portion
      of this Warrant exercisable for such number of Warrant Shares as is determined
      by dividing (i) the total Exercise Price payable in respect of the number
      of Warrant Shares being purchased upon such exercise by (ii) the excess of
      the Fair Market Value per share of Common Stock as of the effective date of
      exercise, as determined pursuant to Section 2(c) below (the “Exercise Date”)
      over the Exercise Price per share. If the Holder wishes to exercise this Warrant
      pursuant to this method of payment with respect to the maximum number of Warrant
      Shares purchasable pursuant to this method, then the number of Warrant Shares
      so
      purchasable shall be equal to the total number of Warrant Shares, minus the
      product obtained by multiplying (x) the total number of Warrant Shares by
      (y) a fraction, the numerator of which shall be the Exercise Price per
      share and the denominator of which shall be the Fair Market Value per share
      of
      Common Stock as of the Exercise Date.





(c)  For
      purposes of this Warrant, “Fair Market Value” shall mean, on any
      day:





(i)  the
      closing price of the Common Stock on a national securities exchange or as quoted
      on the Nasdaq National Market or the Nasdaq SmallCap Market on such day, as
      reported by the Wall Street Journal; or





(ii)  if
      the
      Common Stock is quoted on the Nasdaq National Market or the Nasdaq SmallCap
      Market but no sale occurs on such day, the average of the closing bid and asked
      prices of the Common Stock on the Nasdaq National Market or the Nasdaq SmallCap
      Market on such day, as reported by the Wall Street Journal; or





(iii)  if
      the
      Common Stock is not so listed or quoted, the average of the closing bid and
      asked prices of the Common Stock in the U.S. over-the-counter market; or





(iv)  if
      no
      such trading market is readily available, the fair market value of the Common
      Stock as determined in good faith and certified by a majority of the members
      of
      the Board of Directors of the Company.





15.  Delivery
      of Warrant Shares .





(a)  Upon
      delivery of the Form of Election to Purchase to the Company (with the attached
      Warrant Shares Exercise Log) at its address for notice set forth in Section
      13
      and upon payment of the Exercise Price multiplied by the number of Warrant
      Shares that the Holder intends to purchase hereunder, the Company shall promptly
      issue and deliver to the Holder a certificate for the Warrant Shares after
      the
      Date of Exercise.





A
“Date
      of Exercise” means the date on which the Holder shall have delivered to the
      Company (i) the Form of Election to Purchase attached hereto (with the Warrant
      Exercise Log attached to it), appropriately completed and duly signed and (ii)
      payment of the Exercise Price for the number of Warrant Shares so indicated
      by
      the Holder to be purchased.








(b)  Transfer
      Restrictions.





(i)  This
      Warrant and the Warrant Shares may only be disposed of pursuant to an effective
      registration statement under the Securities Act, to the Company or pursuant
      to
      an available exemption from or in a transaction not subject to the registration
      requirements of the Securities Act, and in compliance with any applicable
      federal and state securities laws. In connection with any transfer of this
      Warrant or any Warrant Shares other than pursuant to an effective registration
      statement or to the Company, except as otherwise set forth herein, the Company
      may require the transferor to obtain an opinion of counsel reasonably acceptable
      to the Company to the effect that such transfer does not require registration
      under the Securities Act. Notwithstanding the foregoing, the Company, without
      requiring a legal opinion as described in the immediately preceding sentence,
      hereby consents to and agrees to register on the books of the Company and with
      any transfer agent for the securities of the Company any transfer of this
      Warrant and the Warrant Shares by the Holder to an Affiliate (as defined in
      Rule
      405 under the Securities Act) of the Holder or to one or more funds or managed
      accounts under common management with such Holder, and any transfer among any
      such Affiliates or one or more funds or managed accounts, provided that the
      transferee certifies to the Company that it is an “accredited investor” as
      defined in Rule 501(a) under the Securities Act and that it is acquiring the
      Warrant and the Warrant Shares solely for investment purposes (subject to the
      qualifications hereof).





(ii)  Warrant
      Shares issued while there is not an effective registration statement covering
      the resale by the Holder of the Warrant Shares (a “Registration Statement”) or
      while the Holder may not resell such Warrant Shares pursuant to Rule 144(k)
      under the Securities Act shall be issued with the following legend:





THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY
      ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
      REASONABLY ACCEPTABLE TO THE COMPANY.





16.  Charges,
      Taxes and Expenses .
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, withholding tax, transfer agent fee or other incidental tax or
      expense in respect of the issuance of such certificates, all of which taxes
      and
      expenses shall be paid by the Company; 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 registration of any certificates for Warrant Shares or Warrants
      in a name other than that of the Holder. The Holder shall be responsible for
      all
      other tax liability that may arise as a result of holding or transferring this
      Warrant or receiving Warrant Shares upon exercise hereof.





17.  Replacement
      of Warrant .
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction, if requested. Applicants for a New Warrant under such
      circumstances shall also comply with such other reasonable regulations and
      procedures and pay such other reasonable third-party costs as the Company may
      prescribe.








18.  Reservation
      of Warrant Shares .
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (taking into account the adjustments and restrictions of Section
      7). The Company covenants that all Warrant Shares so issuable and deliverable
      shall, upon issuance and the payment of the applicable Exercise Price in
      accordance with the terms hereof, be duly and validly authorized, issued and
      fully paid and nonassessable.





19.  Certain
      Adjustments .
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this Section
      7.





(a)  Stock
      Dividends and Splits .
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the number
      of shares of Common Stock outstanding immediately after such event. Any
      adjustment made pursuant to clause (i) of this paragraph shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution, and any adjustment pursuant to clause
      (ii) or (iii) of this paragraph shall become effective immediately after the
      effective date of such subdivision or combination.





(b)  Fundamental
      Transactions .
      If, at
      any time while this Warrant is outstanding, (i) the Company effects any merger
      or consolidation of the Company with or into another Person, (ii) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (iii) any tender offer or exchange offer (whether by
      the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (iv) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (in any such case, a “Fundamental Transaction”), then the Holder shall have the
      right thereafter to receive, upon exercise of this Warrant, the same amount
      and
      kind of securities, cash or property as it would have been entitled to receive
      upon the occurrence of such Fundamental Transaction if it had been, immediately
      prior to such Fundamental Transaction, the holder of the number of Warrant
      Shares then issuable upon exercise in full of this Warrant (the “Alternate
      Consideration”). The aggregate Exercise Price for this Warrant will not be
      affected by any such Fundamental Transaction, but the Company shall apportion
      such aggregate Exercise Price among the Alternate Consideration in a reasonable
      manner reflecting the relative value of any different components of the
      Alternate Consideration. If holders of Common Stock are given any choice as
      to
      the securities, cash or property to be received in a Fundamental Transaction,
      then the Holder shall be given the same choice as to the Alternate Consideration
      it receives upon any exercise of this Warrant following such Fundamental
      Transaction. In addition, at the Holder’s request, any successor to the Company
      or surviving entity in such Fundamental Transaction shall issue to the Holder
      a
      new warrant consistent with the foregoing provisions and evidencing the Holder’s
      right to purchase the Alternate Consideration for the aggregate Exercise Price
      upon exercise thereof.





(c)  Number
      of Warrant Shares .
      Simultaneously with any adjustment to the Exercise Price pursuant to paragraph
      (a) of this Section, the number of Warrant Shares that may be purchased upon
      exercise of this Warrant shall be increased or decreased proportionately, so
      that after such adjustment the aggregate Exercise Price payable hereunder for
      the increased or decreased number of Warrant Shares shall be the same as the
      aggregate Exercise Price in effect immediately prior to such adjustment.







(d)  Calculations .
      All
      calculations under this Section 7 shall be made to the nearest cent or the
      nearest 1/100th of a share, as applicable. The number of shares of Common Stock
      outstanding at any given time shall not include shares owned or held by or
      for
      the account of the Company, and the disposition of any such shares shall be
      considered an issue or sale of Common Stock.





(e)  Notice
      of Adjustments .
      Upon
      the occurrence of each adjustment pursuant to this Section 7, the Company at
      its
      expense will promptly compute such adjustment in accordance with the terms
      of
      this Warrant and prepare a certificate setting forth such adjustment, including
      a statement of the adjusted Exercise Price and adjusted number or type of
      Warrant Shares or other securities issuable upon exercise of this Warrant (as
      applicable), describing the transactions giving rise to such adjustments and
      showing in detail the facts upon which such adjustment is based. Upon written
      request, the Company will promptly deliver a copy of each such certificate
      to
      the Holder.





(f)  Payment
      of Exercise Price .
      Except
      as otherwise provided in Section 2(b), the Holder shall pay the Exercise Price
      in cash, by certified or bank check, or by wire transfer of immediately
      available funds, in lawful money of the United States.





20.  No
      Fractional Shares .
      No
      fractional shares of Warrant Shares will be issued in connection with any
      exercise of this Warrant. In lieu of any fractional shares which would,
      otherwise be issuable, the Company shall pay cash equal to the product of such
      fraction multiplied by the closing price of one Warrant Share as reported on
      the
      OTC, any stock exchange, market or trading facility on which the Common Stock
      is
      then listed on the date of exercise.





21.  Exchange
      Act Filings .
      The
      Holder agrees and acknowledges that it shall have sole responsibility for making
      any applicable filings with the Securities and Exchange Commission pursuant
      to
      Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, as a
      result of its acquisition of this Warrant and the Warrant Shares and any future
      retention or transfer thereof.





22.  Notices .
      Any and
      all notices or other communications or deliveries hereunder (including without
      limitation any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section at or prior to 5:00 p.m. (Eastern Time) on a trading day, (ii)
      the
      next trading day after the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      on
      a day that is not a trading day or later than 5:00 p.m. (Eastern Time) on any
      trading day, (iii) the trading day following the date of mailing, if sent by
      nationally recognized overnight courier service, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given. The addresses for such
      communications shall be: (i) if to the Company, to Modern Medical Modalities
      Corporation, 439 Chestnut Street, Union, NJ 07083 facsimile: (908) 845-0385,
      Attn: Chief Executive Officer, or (ii) if to the Holder, to the address or
      facsimile number appearing on the Warrant Register or such other address or
      facsimile number as the Holder may provide to the Company in accordance with
      this Section.





23.  Warrant
      Agent .
      The
      Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to
      the Holder, the Company may appoint a new warrant agent. Any corporation into
      which the Company or any new warrant agent may be merged or any corporation
      resulting from any consolidation to which the Company or any new warrant agent
      shall be a party or any corporation to which the Company or any new warrant
      agent transfers substantially all of its corporate trust or shareholders
      services business shall be a successor warrant agent under this Warrant without
      any further act. Any such successor warrant agent shall promptly cause notice
      of
      its succession as warrant agent to be mailed (by first class mail, postage
      prepaid) to the Holder at the Holder’s last address as shown on the Warrant
      Register.








24.  Miscellaneous .





(a)  This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in this Warrant shall be construed to give to any Person other than
      the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended only in writing signed by the
      Company and the Holder and their successors and assigns.





(b)  All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New Jersey, without regard to the
      principles of conflicts of law thereof. Each party hereto (including its
      affiliates, agents, officers, directors and employees) hereby irrevocably
      waives, to the fullest extent permitted by applicable law, any and all right
      to
      trial by jury in any legal proceeding arising out of or relating to this Warrant
      or the transactions contemplated hereby. If either party shall commence an
      action or proceeding to enforce any provisions of this Warrant, then the
      prevailing party in such action or proceeding shall be reimbursed by the other
      party for its attorney’s fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of such action or
      proceeding.





(c)  The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.





(d)  In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.








[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,


SIGNATURE
      PAGE FOLLOWS]





IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.




MODERN
                  MEDICAL MODALITITES CORPORATIONBy:Name:Title:








FORM
      OF
      ELECTION TO PURCHASE








To
      Modern
      Medical Modalities Corporation:





In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase _____________ shares of common
      stock (“Common Stock”), $0.0002 par value per share, of Modern Medical
      Modalities Corporation. The undersigned herewith makes payment of $____________,
      representing the full purchase price for such shares at the Exercise Price
      provided for in such Warrant, together with any applicable taxes payable by
      the
      undersigned pursuant to the Warrant. Such payment takes the form of (check
      applicable box or boxes):





o $______
              in lawful money of the United States;
              and/or  oThe cancellation of
                such portion of the attached Warrant as is exercisable for a total
                of
                _____ Warrant Shares (using a Fair Market Value of $_____ per share
                for
                purposes of this
                calculation).





The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of:


(Name)(Address)(SSN
                  or Tax ID No.)








Warrant
      Shares Exercise Log


Date
              
              Number
                  of WarrantShares Available to beExercised
              
              Number
                  of WarrantShares Exercised
              
              Number
                  of WarrantShares Remaining to beExercised











FORM
      OF
      ASSIGNMENT





[To
      be
      completed and signed only upon transfer of Warrant]





FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of Common Stock of Modern Medical Modalities
      Corporation to which the within Warrant relates and appoints ________________
      attorney to transfer said right on the books of Modern Medical Modalities
      Corporation with full power of substitution in the premises.





Dated:  _______________,
      ____


(Signature
                  must conform in all respects to name of holderas specified on the face
                  of the Warrant)Address
                  of Transferee


In
      the
      presence of:


__________________________