Exhibit 4.11

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT
OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT
MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION
PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT
OR THE SHARES ISSUABLE HEREUNDER.

Issuer: Cavit Sciences, Inc.                                 Warrant No. A-002
Class of Stock: Common Stock                                 125,000 Shares of
Issue Date: January 11, 2008                                 Common Stock
Expiration Date: Six Months from Issue Date                  As Herein Described

                    CLASS A WARRANT TO PURCHASE COMMON STOCK

     This is to certify that, for value received, Isthmus Investments Management
S.A.,  or a proper  assignee  (in each case,  "Holder") is entitled to purchase,
subject to the provisions of this Warrant, from Cavit Sciences,  Inc., a Florida
corporation  ("Company")  that number of shares of the  Company's  common  stock
("Common Stock") set forth in Section 1.1 below..

                                    ARTICLE 1
                             DESCRIPTION OF WARRANTS

     1.1  Warrants.  The Company  hereby  grants to Holder the right to purchase
125,000 shares of the Company's Common Stock ("Shares" or "Warrant Shares") at a
price per share equal to the Exercise Price set forth in Section 2.4 below.

     1.2  Expiration of Warrants.  This Warrant shall expire and Holder shall no
longer be able to purchase  the Warrant  Shares  after six months from the issue
date ("Expiration Date").

                                    ARTICLE 2
                                    EXERCISE

     2.1  Exercise  and  Price.  Holder  may  exercise  this  Warrant  by timely
delivering a duly executed Warrant Notice of Exercise in substantially  the form
attached as Appendix 1,  together  with the  Exercise  Price,  to the  principal
office of the Company.

     2.2 Delivery of  Certificate  and New Warrant.  As promptly as  practicable
after the receipt of the Warrant  Notice of Exercise,  but in any event not more
than two (2) Business Days after the Company's  receipt of the Warrant Notice of
Exercise,  the Company shall issue the Warrant Shares being  purchased and cause
to be mailed for delivery by overnight courier,  or if a Registration  Statement
covering  the  Shares  has  been  declared  effective  by the  SEC,  cause to be
electronically  transferred,  to Holder a  certificate  representing  the Shares
acquired and, if this Warrant has not been fully  exercised and has not expired,
<PAGE>
a new Warrant  substantially in the form of this Warrant  representing the right
to acquire the portion of the Shares not so acquired.

     2.3 Replacement of Warrants. On receipt of evidence reasonably satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of loss,  theft or  destruction,  on  delivery of an  indemnity
agreement  reasonably  satisfactory in form and amount to the Company or, in the
case of mutilation,  or surrender and cancellation of this Warrant,  the Company
at its expense shall execute and deliver, in lieu of this Warrant, a new warrant
of like tenor.

     2.4 Exercise  Price.  The Exercise  Price of this Warrant shall be $.40 per
Share payable in cash.

                                   ARTICLE 3
                            ADJUSTMENT TO THE SHARES

     The number of Shares  purchasable upon the exercise of this Warrant and the
Exercise  Price  shall be  subject  to  adjustment  from  time to time  upon the
occurrence of certain events, as follows:

     3.1  Reclassification.  In  case  of  any  reclassification  or  change  of
outstanding securities of the class issuable upon exercise of this Warrant then,
and in any such case, the Holder, upon the exercise hereof at any time after the
consummation of such reclassification or change, shall be entitled to receive in
lieu of each Share theretofore  issuable upon exercise of this Warrant, the kind
and amount of shares of stock, other securities,  money and/or property received
upon such reclassification or change by a holder of one Share. The provisions of
this  Section  3.1 shall  similarly  apply to  successive  reclassifications  or
changes.

     3.2 Subdivision or Combination of Shares.  If the Company at any time while
this Warrant  remains  outstanding  and unexpired shall subdivide or combine its
Shares, the Exercise Price shall be  proportionately  decreased in the case of a
subdivision or increased in the case of a combination.

     3.3 Stock  Dividends.  If the  Company,  at any time while this  Warrant is
outstanding  shall pay a dividend with respect to its Shares  payable in Shares,
or make any other  distribution  of Shares  with  respect to Shares  (except any
distribution  specifically  provided  for in Section 3.1 and Section 3.2 above),
then the Exercise Price shall be adjusted,  effective from and after the date of
determination   of   shareholders   entitled  to  received   such   dividend  or
distribution,  to that price  determined by  multiplying  the Exercise  Price in
effect  immediately  prior to such date of determination by a fraction,  (a) the
numerator of which shall be the total number of Shares  outstanding  immediately
prior to such dividend or  distribution,  and (b) the denominator of which shall
be the total number of Shares  outstanding  immediately  after such  dividend or
distribution.

     3.4  Non-Cash  Dividends.  If the Company at any time while this Warrant is
outstanding  shall pay a dividend  with respect to Shares  payable in securities
other than Shares or other non-cash property,  or make any other distribution of
such  securities  or property  with respect to Shares  (except any  distribution
specifically  provided  for in Section 3.1 and  Section  3.2  above),  then this
Warrant shall  represent the right to acquire upon exercise of this Warrant such
securities  or  property  which a holder of Shares  would have been  entitled to
receive upon such dividend or distribution, without the payment by the Holder of
any additional consideration for such securities or property.

     3.5 Effect of Reorganization  and Asset Sales. If any (i) reorganization or
reclassification of the Common Stock (ii) consolidation or merger of the Company
with or into another  corporation,  or (iii) sale or all or substantially all of
the Company's operating assets to another corporation  followed by a liquidation

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<PAGE>
of the Company (any such transaction shall be referred to herein as an "Event"),
is effected in such a way that  holders of Common  Stock are entitled to receive
securities  and/or  assets  as a result of their  Common  Stock  ownership,  the
Holder, upon exercise of this Warrant,  shall be entitled to receive such shares
of stock  securities or assets which the Holder would have received had it fully
exercised  this Warrant on or prior the record date for such Event.  The Company
shall not merge into or consolidate with another  corporation or sell all of its
assets to  another  corporation  for a  consideration  consisting  primarily  of
securities of such corporation,  unless the successor or acquiring  corporation,
as the case may be, shall expressly  assume the due and punctual  observance and
performance  of each and every  covenant  and  condition  of this  Warrant to be
performed or observed by the Company and all of the  obligations and liabilities
hereunder,  subject to such  modification  as shall be  necessary to provide for
adjustments   which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments  provided  for in this  Section 2. The  foregoing  provisions  shall
similarly apply to successive mergers, consolidations or sales of assets.

     3.6  Adjustment of Number of Shares.  Upon each  adjustment in the Exercise
Price,  the number of Shares shall be adjusted,  to the nearest whole share,  to
the  product   obtained  by  multiplying  the  number  of  Shares,   purchasable
immediately prior to such adjustment by a fraction, the numerator of which shall
be the Exercise Price  immediately  prior to such adjustment and the denominator
of which shall be the Exercise Price immediately thereafter.

     3.7 No  Impairment.  The Company shall not, by amendment of its articles of
incorporation or through a  reorganization,  transfer of assets,  consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed under this Warrant by the Company,  but shall at all times
in good faith assist in carrying out all of the  provisions  of this Warrant and
in taking all such  action as may be  reasonably  necessary  or  appropriate  to
protect Holder's rights hereunder against  impairment.  If the Company takes any
action  affecting its Common Stock other than as described  above that adversely
affects Holder's rights under this Warrant, the Exercise Price shall be adjusted
downward and the number of Shares  issuable  upon exercise of this Warrant shall
be adjusted  upward in such a manner that the aggregate  Exercise  Price of this
Warrant is unchanged.

     3.8  Fractional  Shares.  No  fractional  Shares shall be issuable upon the
exercise of this Warrant, and the number of Shares to be issued shall be rounded
down to the nearest whole share.

     3.9  Certificate  as to  Adjustments.  Upon any  adjustment of the Exercise
Price,  the Company,  at its expense,  shall compute such adjustment and furnish
Holder with a  certificate  of its Chief  Financial  Officer  setting forth such
adjustment and the facts upon which such adjustment is based. The Company shall,
upon written  request,  furnish Holder a certificate  setting forth the Exercise
Price in effect upon the date thereof and the series of  adjustments  leading to
such Exercise Price.

     3.10 No Rights of Shareholders. This Warrant does not entitle Holder to any
voting rights or any other rights as a  shareholder  of the Company prior to the
exercise of Holder's right to purchase Shares as provided herein.

                                   ARTICLE 4
                  REPRESENTATIONS AND COVENANTS OF THE COMPANY

     4.1  Representations  and  Warranties.  The Company  hereby  represents and
warrants to Holder that all Shares  which may be issued upon the exercise of the
purchase  right  represented  by this Warrant,  shall,  upon  issuance,  be duly
authorized,  validly issued, fully paid and nonasessable,  and free of any liens
and encumbrances.

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<PAGE>
     4.2 Notice of Certain  Events.  If the Company  proposes at any time (a) to
declare any dividend or  distribution  upon its Common  Stock,  whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b) to offer for  subscription pro rata to the holders of any class or series of
its stock any additional shares of stock of any class or series or other rights;
(c) to effect any  reclassification  or recapitalization of Common Stock; (d) to
merge  or  consolidate  with or into any  other  corporation,  or  sell,  lease,
license,  or convey all or  substantially  all of its assets,  or to  liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to participate in an underwritten  public  offering of the Company's  securities
for cash,  then,  in  connection  with each such event,  the Company  shall give
Holder (1) at least 20 days prior  written  notice of the date on which a record
will be taken for such  dividend,  distribution,  or  subscription  rights  (and
specifying  the date on which the  holders  of  Common  Stock  will be  entitled
thereto) or for  determining  rights to vote,  if any, in respect of the matters
referred to in (c) and (d) above;  (2) in the case of the matters referred to in
(c) and (d)  above at least 20 days  prior  written  notice of the date when the
same will take place  (and  specifying  the date on which the  holders of Common
Stock will be entitled to exchange  their Common Stock for  securities  or other
property  deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above,  the same notice as is given to the holders
of such registration rights.

     4.3 Information  Rights. So long as Holder holds this Warrant and/or any of
the Shares,  the Company  shall  deliver to Holder (a) promptly  after  mailing,
copies of all notices or other written communications to the shareholders of the
Company,  (b) within ninety (90) days of their availability,  the annual audited
financial  statements of the Company certified by independent public accountants
of recognized  standing,  and (c) within  forty-five  (45) days after the end of
each fiscal  quarter or each fiscal year,  the  Company's  quarterly,  unaudited
financial statements.

     4.4 Reservation of Warrant  Shares.  The Company has reserved and will keep
available,  out of the authorized and unissued shares of Common Stock,  the full
number of  shares  sufficient  to  provide  for the  exercise  of the  rights of
purchase represented by this Warrant.

                                   ARTICLE 5
                               REGISTRATION RIGHTS

     5.1 Definitions.

     (a) As used in this Agreement, the following terms shall have the meanings:

     (i)  "AFFILIATE"  of any  specified  Person  means  any  other  Person  who
directly, or indirectly through one or more intermediaries, is in control of, is
controlled  by, or is under common  control with,  such  specified  Person.  For
purposes of this  definition,  control of a Person means the power,  directly or
indirectly,  to direct or cause the direction of the  management and policies of
such Person  whether by contract,  securities,  ownership or otherwise;  and the
terms "CONTROLLING" and "CONTROLLED" have the respective meanings correlative to
the foregoing.

     (ii) "COMMISSION" means the Securities and Exchange Commission.

     (3)  "PERSON"  means  any  individual,  partnership,  corporation,  limited
liability  company,  joint stock  company,  association,  trust,  unincorporated
organization, or a government or agency or political subdivision thereof.

     (iii) "PROSPECTUS" means the prospectus (including, without limitation, any
preliminary  prospectus  and any final  prospectus  filed pursuant to Rule 424b.
under the Securities Act,  including any prospectus  that discloses  information
previously omitted from a prospectus filed as part of an effective  registration

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<PAGE>
statement in reliance on Rule 430b.  under the  Securities  Act) included in the
Registration  Statement, as amended or supplemented by any prospectus supplement
with  respect to the terms of the  offering  of any  portion of the  Registrable
Securities covered by the Registration Statement and by all other amendments and
supplements to such prospectus, including all material incorporated by reference
in such  prospectus and all documents filed after the date of such prospectus by
the Company under the Exchange Act and incorporated by reference therein.

     (iv) "PUBLIC  OFFERING"  means an offer  registered with the Commission and
the appropriate state securities  commissions by the Company of its Common Stock
and made pursuant to the Securities Act.

     (v)  "REGISTRABLE  SECURITIES"  means  the  Common  Stock  issued  (i) upon
exercise  of the  Warrants,  and  (ii)  in  connection  with  any  distribution,
recapitalization,   stock-split,  stock  adjustment  or  reorganization  of  the
Company;  provided,  however,  a share  of  Common  Stock  shall  cease  to be a
Registrable  Security  for  purposes  of this  Agreement  when it no longer is a
Restricted Security.

     (vi) "REGISTRATION STATEMENT" means a registration statement of the Company
filed  on an  appropriate  form  under  the  Securities  Act  providing  for the
registration  of, and the sale on a continuous  or delayed  basis by the holders
of, all of the Registrable  Securities pursuant to Rule 415 under the Securities
Act, including the Prospectus  contained therein and forming a part thereof, any
amendments to such  registration  statement and supplements to such  Prospectus,
and all  exhibits  to and  other  material  incorporated  by  reference  in such
registration statement and Prospectus.

     (vii)  "RESTRICTED  SECURITY"  means any share of Common  Stock issued upon
exercise of warrants except any such share that (i) has been registered pursuant
to an effective  registration  statement  under the Securities Act and sold in a
manner contemplated by the prospectus  included in such registration  statement,
(ii) has been  transferred in compliance with the resale  provisions of Rule 144
under the Securities Act (or any successor provision thereto) or is transferable
pursuant to paragraph (k) of Rule 144 under the Securities Act (or any successor
provision  thereto) or (iii)  otherwise has been  transferred and a new share of
Common Stock not subject to transfer  restrictions  under the Securities Act has
been delivered by or on behalf of the Company.

     (viii)  "SECURITIES ACT" means the Securities Act of 1933, as amended,  and
the rules and regulations of the Commission thereunder, or any similar successor
statute.

     5.2 Registration.

     (a) FILING AND EFFECTIVENESS OF REGISTRATION  STATEMENT.  The Company shall
prepare  and file with the  Commission  as soon as  practicable  a  Registration
Statement relating to the offer and sale of the Registrable Securities and shall
use its best  efforts  to cause the  Commission  to  declare  such  Registration
Statement  effective  under the Securities Act as promptly as  practicable.  The
Company shall notify Holder by written notice that such  Registration  Statement
has  been  declared  effective  by  the  Commission  within  24  hours  of  such
declaration by the Commission.

     5.3 Obligations of the Company.

     In connection  with the  registration of the  Registrable  Securities,  the
Company shall:

     (a) Promptly (i) prepare and file with the  Commission  such  amendments to
the Registration Statement and supplements to the Prospectus as may be necessary
to keep the Registration Statement continuously effective and in compliance with
the  provisions of the  Securities  Act  applicable  thereto so as to permit the

                                       5
<PAGE>
Prospectus  forming  part thereof to be current and useable by Holder for resale
of the  Registrable  Securities  for a period of two (2) years  from the date on
which the Registration  Statement is first declared  effective by the Commission
("EFFECTIVE  TIME") or such  shorter  period  that will  terminate  when all the
Registrable  Securities  covered by the  Registration  Statement  have been sold
pursuant  thereto in accordance  with the plan of  distribution  provided in the
Prospectus,  transferred  pursuant  to Rule  144  under  the  Securities  Act or
otherwise transferred in a manner that results in the delivery of new securities
not subject to transfer  restrictions  under the Securities  Act  ("REGISTRATION
PERIOD") and (ii) take all lawful action such that each of (A) the  Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, not misleading
and (B) the  Prospectus  forming  part of the  Registration  Statement,  and any
amendment or supplement  thereto,  does not at any time during the  Registration
Period  include  an  untrue  statement  of a  material  fact or omit to  state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading;

     (b) (i)  Prior  to the  filing  with  the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any Prospectus (including any supplements thereto), provide draft copies thereof
to Holder and  reflect in such  documents  all such  comments as Holder (and its
counsel)  reasonably  may propose and (ii) furnish to Holder  whose  Registrable
Securities  are included in the  Registration  Statement  and its legal  counsel
identified to the Company,  (A) promptly after the same is prepared and publicly
distributed,  filed with the Commission, or received by the Company, one copy of
the Registration  Statement,  each Prospectus,  and each amendment or supplement
thereto and (B) such number of copies of the  Prospectus  and all amendments and
supplements  thereto and such other documents,  as Holder may reasonably request
in order to facilitate the  disposition of the Registrable  Securities  owned by
Holder;

     (c) (i)  Register  or qualify  the  Registrable  Securities  covered by the
Registration  Statement  under  such  securities  or  "blue  sky"  laws  of such
jurisdictions  as Holder  reasonably  requests,  (ii)  prepare  and file in such
jurisdictions  such  amendments   (including   post-effective   amendments)  and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof at all times during the Registration Period,
(iii) take all such other lawful  actions as may be  necessary to maintain  such
registrations and  qualifications in effect at all times during the Registration
Period and (iv) take all such  other  lawful  actions  reasonably  necessary  or
advisable to qualify the Registrable Securities for sale in such jurisdictions.

     (d) As promptly as practicable  after becoming aware of such event,  notify
Holder of the  occurrence  of any  event,  as a result  of which the  Prospectus
included in the Registration  Statement,  as then in effect,  includes an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not misleading,  and promptly prepare
an amendment to the  Registration  Statement and supplement to the Prospectus to
correct such untrue  statement  or  omission,  and deliver a number of copies of
such supplement and amendment to Holder may reasonably request;

     (e) As promptly as practicable  after becoming aware of such event,  notify
Holder of the issuance by the  Commission of any stop order or other  suspension
of the effectiveness of the Registration Statement at the earliest possible time
and take all lawful  action to effect the  withdrawal,  recession  or removal of
such stop order or other suspension;

     (f)  Cause  all the  Registrable  Securities  covered  by the  Registration
Statement to be listed on the principal national securities exchange or included
in  an  inter-dealer  quotation  system  of  a  registered  national  securities

                                       6
<PAGE>
association, on or in which securities of the same class or series issued by the
Company are then listed or included;

     (g) Cooperate with Holder who holds Registrable Securities being offered to
facilitate  the  timely   preparation  and  delivery  of  certificates  for  the
Registrable  Securities to be offered pursuant to the registration statement and
enable  such  certificates  for  the  Registrable   Securities  to  be  in  such
denominations or amounts,  as the case may be, as Holder  reasonably may request
and  registered  in such  names as Holder may  request;  and,  within  three (3)
business  days  after  a  registration   statement  which  includes  Registrable
Securities  is declared  effective  by the  Commission,  deliver and cause legal
counsel  selected  by the  Company  to  deliver  to the  transfer  agent for the
Registrable   Securities  (with  copies  to  the  Investors  whose   Registrable
Securities  are  included  in  such   registration   statement)  an  appropriate
instruction and, to the extent necessary, an opinion of such counsel;

     (h) Take all such other lawful actions reasonably necessary to expedite and
facilitate the disposition by Holder of its Registrable Securities in accordance
with  the  intended  methods  therefor  provided  in the  Prospectus  which  are
customary under the circumstances; and

     (i) (i) Make reasonably available for inspection by Holder, any underwriter
participating in any disposition pursuant to the Registration Statement, and any
attorney,  accountant  or other  agent  retained by such  Investors  or any such
underwriter  all  relevant  financial  and other  records,  pertinent  corporate
documents and properties of the Company and its subsidiaries, and (ii) cause the
Company's officers, directors and employees to supply all information reasonably
requested by Holder or any such  underwriter,  attorney,  accountant or agent in
connection with the  Registration  Statement,  in each case, as is customary for
similar  due  diligence  examinations;  provided,  however,  that  all  records,
information and documents that are designated in writing by the Company, in good
faith,  as  confidential,  proprietary  or  containing  any  material  nonpublic
information   shall  be  kept  confidential  by  such  Investors  and  any  such
underwriter,   attorney,   accountant  or  agent  (pursuant  to  an  appropriate
confidentiality  agreement in the case of any such holder or agent), unless such
disclosure is made  pursuant to judicial  process in a court  proceeding  (after
first giving the Company an opportunity  promptly to seek a protective  order or
otherwise  limit the scope of the  information  sought  to be  disclosed)  or is
required by law, or such records,  information or documents  become available to
the  public  generally  or  through  a  third  party  not  in  violation  of  an
accompanying obligation of confidentiality;  and provided, further, that, if the
foregoing  inspection and  information  gathering  would  otherwise  disrupt the
Company's  conduct of its business,  such inspection and  information  gathering
shall, to the maximum extent possible, be coordinated on behalf of the Investors
and the other parties entitled thereto by one firm of counsel designed by and on
behalf of the majority in interest of Investors and other parties.

     5.4 Obligations of Holder.

     In connection with the registration of the Registrable  Securities,  Holder
shall furnish to the Company such information  regarding itself, the Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such  Registrable  Securities  and shall execute such documents in connection
with such registration as the Company may reasonably request.

     5.5 Expenses of Registration.

     All expenses,  other than underwriting discounts and commissions,  incurred
in connection with registrations,  filings or qualifications pursuant to Section
5,  but  including,   without  limitation,   all  registration,   listing,   and
qualifications fees, printing and engraving fees,  accounting fees, and the fees

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<PAGE>
and  disbursements  of counsel for the Company,  and the reasonable  fees of one
firm of counsel to the  holders of a majority  in  interest  of the  Registrable
Securities shall be borne by the Company.

     5.6 Indemnification and Contribution.

     (a)  INDEMNIFICATION  BY THE COMPANY.  The Company shall indemnify and hold
harmless Holder and each underwriter,  if any, which facilitates the disposition
of Registrable  Securities,  and each of their respective officers and directors
and each person who controls Holder or underwriter within the meaning of Section
15 of the  Securities  Act or Section 20 of the  Exchange  Act (each such person
being sometimes  hereinafter  referred to as an  "INDEMNIFIED  PERSON") from and
against any losses, claims,  damages or liabilities,  joint or several, to which
such  Indemnified  Person  may  become  subject  under  the  Securities  Act  or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof)  arise  out of or are  based  upon an  untrue  statement  of a
material fact  contained in any  Registration  Statement or an omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein, not misleading,  or arise out of or are based upon an untrue
statement of a material fact contained in any Prospectus or an omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading;   and  the  Company  hereby  agrees  to  reimburse  such
Indemnified  Person for all reasonable legal and other expenses incurred by them
in connection  with  investigating  or defending any such action or claim as and
when such expenses are incurred;  provided,  however, that the Company shall not
be liable to any such Indemnified Person in any such case to the extent that any
such  loss,  claim,  damage or  liability  arises out of or is based upon (i) an
untrue  statement made in, or an omission from, such  Registration  Statement or
Prospectus in reliance upon and in conformity with written information furnished
to the Company by such Indemnified  Person expressly for use therein or (ii) the
use by the Indemnified  Person of an outdated or defective  Prospectus after the
Company has provided to such Indemnified Person an updated Prospectus correcting
the untrue  statement  or omission  giving rise to such loss,  claim,  damage or
liability.

     (b) NOTICE OF  CLAIMS,  ETC.  Promptly  after  receipt  by a party  seeking
indemnification  pursuant to this Section 5.6  ("INDEMNIFIED  PARTY") of written
notice of any  investigation,  claim,  proceeding  or other action in respect of
which  indemnification is being sought (each, a "CLAIM"),  the Indemnified Party
promptly  shall notify the party against whom  indemnification  pursuant to this
Section 5.6 is being sought ("INDEMNIFYING  PARTY") of the commencement thereof;
but the omission to so notify the  Indemnifying  Party shall not relieve it from
any liability that it otherwise may have to the Indemnified Party, except to the
extent  that  the  Indemnifying  Party is  materially  prejudiced  and  forfeits
substantive  rights and defenses by reason of such failure.  In connection  with
any Claim as to which both the Indemnifying  Party and the Indemnified Party are
parties, the Indemnifying Party shall be entitled to assume the defense thereof.
Notwithstanding  the assumption of the defense of any Claim by the  Indemnifying
Party,  the  Indemnified  Party  shall have the right to employ  separate  legal
counsel and to  participate in the defense of such Claim,  and the  Indemnifying
Party shall bear the reasonable fees,  out-of-pocket  costs and expenses of such
separate  legal  counsel  to the  Indemnified  Party if (and only  if):  (x) the
Indemnifying  Party shall have agreed to pay such fees, costs and expenses,  (y)
the Indemnified Party and the Indemnifying Party shall reasonably have concluded
that  representation of the Indemnified  Party by the Indemnifying  Party by the
same legal  counsel  would not be  appropriate  due to actual or, as  reasonably
determined  by legal counsel to the  Indemnified  Party,  potentially  differing
interests  between such parties in the conduct of the defense of such Claim,  or
if there may be legal defenses  available to the  Indemnified  Party that are in
addition to or disparate from those available to the  Indemnifying  Party or (z)
the  Indemnifying  Party shall have failed to employ  legal  counsel  reasonably
satisfactory to the Indemnified  Party within a reasonable  period of time after
notice of the  commencement  of such Claim.  If the  Indemnified  Party  employs
separate legal counsel in circumstances  other than as described in clauses (x),
(y) or (z) above,  the fees,  costs and expenses of such legal  counsel shall be
borne  exclusively  by the  Indemnified  Party.  Except as provided  above,  the

                                       8
<PAGE>
Indemnifying  Party  shall  not,  in  connection  with  any  Claim  in the  same
jurisdiction,  be  liable  for the fees and  expenses  of more  than one firm of
counsel for the Indemnified Party (together with appropriate local counsel). The
Indemnified   Party  shall  not,  without  the  prior  written  consent  of  the
Indemnifying Party (which consent shall not unreasonably be withheld), settle or
compromise  any  Claim or  consent  to the entry of any  judgment  that does not
include an unconditional  release of the Indemnifying Party from all liabilities
with respect to such Claim or judgment.

     (c) CONTRIBUTION.  If the indemnification  provided for in this Section 5.6
is unavailable to or insufficient  to hold harmless an Indemnified  Person under
subsection  (A) or (B)  above in  respect  of any  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  referred  to  therein,  then each
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect  thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses,  claims, damages
or liabilities  (or actions in respect  thereof),  as well as any other relevant
equitable considerations.

     (d)  Notwithstanding  any other  provision of this Section 5.6, in no event
shall any (i) Holder be required to undertake liability to any person under this
Section 5.6 for any amounts in excess of the dollar amount of the proceeds to be
received  by Holder  from the sale of  Holder's  Registrable  Securities  (after
deducting any fees,  discounts and commissions  applicable  thereto) pursuant to
any  Registration  Statement under which such  Registrable  Securities are to be
registered  under  the  Securities  Act and  (ii)  underwriter  be  required  to
undertake  liability  to any Person  hereunder  for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with respect to the  Registrable  Securities  underwritten by it and distributed
pursuant to the Registration Statement.

     (e) The  obligations  of the  Company  under this  Section  5.6 shall be in
addition  to  any  liability  which  the  Company  may  otherwise  have  to  any
Indemnified  Person and the  obligations  of any  Indemnified  Person under this
Section 5 shall be in addition to any liability  which such  Indemnified  Person
may otherwise have to the Company. The remedies provided in this Section 5.6 are
not exclusive and shall not limit any rights or remedies  which may otherwise be
available to an indemnified party at law or in equity.

     5.7 Assignment.

     The rights to have the Company register Registrable  Securities pursuant to
this Agreement  shall be  automatically  assigned by Holder to any transferee of
all or any portion of such Registrable  Securities (or all or any portion of the
Warrants only if (a) Holder agrees in writing with the transferee or assignee to
assign such  rights,  and a copy of such  agreement  is furnished to the Company
within a reasonable  time after such  assignment,  (b) the Company is,  within a
reasonable time after such transfer or assignment, furnished with written notice
of (i) the  name  and  address  of such  transferee  or  assignee  and  (ii) the
securities with respect to which such registration  rights are being transferred
or  assigned,  (c)  immediately  following  such  transfer  or  assignment,  the
securities so transferred  or assigned to the transferee or assignee  constitute
Restricted  Securities  and (d) at or before the time the Company  received  the
written  notice  contemplated  by clause (b) of this sentence the  transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
contained herein.

                                       9
<PAGE>
                                   ARTICLE 6
                   REPRESENTATIONS AND COVENANTS OF THE HOLDER

     6.1 Private Issue.  Holder  understands  (i) that the Shares  issuable upon
exercise of Holder's  rights  contained in the Warrant are not registered  under
the Act or qualified under  applicable  state securities laws on the ground that
the issuance  contemplated  by the Warrant will be exempt from the  registration
and qualifications requirements thereof, and (ii) that the Company's reliance on
such  exemption  is  predicated  on Holder's  representations  set forth in this
Article 6.

     6.2 Financial  Risk.  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.

     6.3 Risk of No  Registration.  Holder  understands that if the Company does
not register with the Securities and Exchange  Commission pursuant to Section 12
of the Act,  or file  reports  pursuant  to  Section  15(d),  of the  Securities
Exchange Act of 1934 (the "1934 Act"), or if a registration  statement  covering
the  securities  under the Act is not in effect  when it desires to sell (i) the
right to purchase  Shares  pursuant to the Warrant,  or (ii) the Shares issuable
upon  exercise  of the  right  to  purchase,  it may be  required  to hold  such
securities for an indefinite period.

     6.4 Accredited Investor.  Holder is an "accredited  investor," as such term
is defined in Regulation D promulgated pursuant to the Act.

                                   ARTICLE 7
                                  MISCELLANEOUS

     7.1 Term. This Warrant is exercisable, in whole or in part, at any time and
from  time to time on or after the Issue  Date and on or before  the  Expiration
Date set forth above.

     7.2 Compliance with  Securities  Laws on Transfer.  This Warrant may not be
transferred or assigned in whole or in part without  compliance  with applicable
federal  and  state  securities  laws  by  the  transferor  and  the  transferee
(including,  without  limitation,  the  delivery  of  investment  representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably
requested by the Company).  The Company  shall not require  Holder to provide an
opinion of counsel if the transfer is to an affiliate of Holder.

     7.3 Transfer Procedure.  Holder shall have the right without the consent of
the  Company  to  transfer  or assign in whole or in part this  Warrant  and the
Shares  issuable upon exercise of this Warrant.  Holder agrees that unless there
is in effect a  registration  statement  under  the Act  covering  the  proposed
transfer of all or part of this Warrant, prior to any such proposed transfer the
Holder shall give written  notice  thereof to the Company  ("Transfer  Notice").
Each Transfer Notice shall describe the manner and circumstances of the proposed
transfer  in  reasonable  detail  and,  if the  company  so  requests,  shall be
accompanied by an opinion of legal counsel, in a form reasonably satisfactory to
the Company,  to the effect that the proposed  transfer may be effected  without
registration  under the Act; provided that the Company will not require opinions
of counsel for  transactions  involving  transfers to  affiliates or pursuant to
Rule 144  promulgated by the Securities and Exchange  Commission  under the act,
except in unusual circumstances.

     7.4  Notices,  etc.  All  notices  and  other  communications  required  or
permitted  hereunder shall be in writing and shall be delivered  personally,  or
sent by  telecopier  machine or by a  nationally  recognized  overnight  courier

                                       10
<PAGE>
service,  and  shall  be  deemed  given  when  so  delivered  personally,  or by
telecopier machine or overnight courier service as follows:

     IF TO THE COMPANY, TO:

     Cavit Sciences, Inc.
     100 East Linton Boulevard, Suite 106B
     Delray Beach, Florida 33483
     Telephone: (561) 278-7856
     Facsimile: (561) 276-2023

     IF TO THE HOLDER, TO:

     Isthmus Investments Management S.A.
     P.O. Box 1508
     World Trade Centre, Panama
     Republic of Panama
     Attention:  Adam Carmody, President

or at such other address as the Company shall have furnished to the Holder. Each
such notice or other communication shall for all purposes of this agreement be
treated as effective or having been given when delivered if delivered
personally, or, if sent by mail, at the earlier of its receipt or five days
after the same has been deposited in a regularly maintained receptacle for the
deposit of the United States mail, addressed and mailed as aforesaid.

     7.5  Counterparts.  This  agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be enforceable  against the parties  actually
executing such  counterparts,  and all of which  together  shall  constitute one
instrument. Facsimile execution shall be deemed originals.

     7.6  Waiver.  This  Warrant  and any term  hereof may be  changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.

     7.7  Attorneys  Fees.  In the  event of any  dispute  between  the  parties
concerning  the terms and  provisions of this Warrant,  the party  prevailing in
such  dispute  shall be  entitled  to  collect  from the  other  party all costs
incurred in such dispute, including reasonable attorneys fees.

     7.8  Governing  Law;  Jurisdiction.  This Warrant  shall be governed by and
construed in accordance  with the laws of the State of Florida,  without  giving
effect to its principles  regarding conflicts of law. Each of the parties hereto
consents to the jurisdiction of the federal courts whose districts encompass any
part of the City of Miami or the state courts of the State of Florida sitting in
the City of Miami in connection  with any dispute arising under this Warrant and
hereby waives,  to the maximum extent permitted by law, any objection  including
any  objection  based on  FORUM  NON  CONVENIENS,  to the  bringing  of any such
proceeding in such jurisdictions.

     7.9  Remedies.  The  Company  acknowledges  that  a  breach  by it  of  its
obligations  hereunder will cause  irreparable harm to the Holder,  by vitiating
the intent and  purpose of the  transactions  hereby.  Accordingly,  the Company
acknowledges  that the remedy at law for a breach of its obligations  under this
Warrant will be  inadequate  and agrees,  in the event of a breach or threatened
breach by the Company of the  provisions of this Warrant,  that the Holder shall
be entitled,  in addition to all other  available  remedies at law or in equity,
and  in  addition  to the  penalties  assessable  herein,  to an  injunction  or

                                       11
<PAGE>
injunctions restraining,  preventing or curing any breach of this Warrant and to
enforce  specifically the terms and provisions hereof,  without the necessity of
showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, the parties hereto have duly caused this Class A Warrant to
Purchase Common Stock to be executed and delivered on the date first above
written.

Cavit Sciences, Inc.


By: /s/ Colm J. King
   ---------------------------
Title: President

                                       12
<PAGE>
                                   APPENDIX 1

                           WARRANT NOTICE OF EXERCISE

     1. The  undersigned  hereby  elects to purchase  _____ shares of the Common
Stock of Cavit  Sciences,  Inc.  pursuant to the terms of the Class A Warrant to
Purchase Common Stock issued on January 11, 2008.

     2. Please issue a certificate or certificates  representing  said shares in
the name of the undersigned or in such other name as is specified below:


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

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

                              ---------------------
                               (Name and Address)

         3. The undersigned makes the representations and covenants set forth in
Article 5 of the Class A Warrant to Purchase Common Stock.


--------------------------------
(Signature)


--------------------------------
(Date)

                                       13