EXHIBIT 4.3


RIGHTS CERTIFICATE NO.:  ________________          NUMBER OF RIGHTS:____________

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S
PROSPECTUS DATED FEBRUARY __, 2005 (THE "PROSPECTUS") AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
THE COMPANY.

                          OMNICORDER TECHNOLOGIES, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                             CUSIP NO.: ________

                         SUBSCRIPTION RIGHTS CERTIFICATE
              EVIDENCING SUBSCRIPTION RIGHTS TO PURCHASE SHARES OF
      SERIES A CONVERTIBLE PREFERRED STOCK OF OMNICORDER TECHNOLOGIES, INC.
                       SUBSCRIPTION PRICE: $1.00 PER SHARE

  THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
                   EASTERN STANDARD TIME, ON MARCH ___, 2005,
       UNLESS EXTENDED OR THE RIGHTS OFFERING IS TERMINATED BY THE COMPANY

REGISTERED OWNER: __________________

         THIS CERTIFIES THAT the registered owner whose name is inscribed hereon
is the owner of the number of subscription rights ("Rights") set forth above.
Each whole Right entitles the holder thereof, or its assigns, to subscribe for
and purchase, at the subscription price per share of $1.00 (the "Subscription
Price"), one share of Series A Convertible Preferred Stock, par value $.01
per share ("Series A Preferred Stock") of OmniCorder Technologies, Inc., a
Delaware corporation (the "Company") (the "Basic Subscription Right"), pursuant
to a rights offering (the "Rights Offering"), on the terms and subject to the
conditions set forth in the Prospectus and the "Instructions as to Use of
OmniCorder Technologies Subscription Rights Certificates" accompanying this
Subscription Rights Certificate.

         If any shares of Series A Preferred Stock available for purchase in the
Rights Offering are not purchased by other holders of Rights pursuant to the
exercise of their Basic Subscription Right (the "Excess Shares"), any Rights
holder that exercises its Basic Subscription Rights in full and any stockholder
of the Company who purchased shares of Series A Preferred Stock and common stock
purchase warrants from the Company in December 2004 may subscribe for a number
of Excess Shares pursuant to the terms and conditions of the Rights Offering,
subject to proration, as described in the Prospectus (the "Over-Subscription
Right"). The Rights represented by this Subscription Rights Certificate may be
exercised by completing "Form 1 - Exercise of Subscription Rights" on the
reverse side hereof and any other appropriate forms on the reverse side hereof
and by returning the full payment of the Subscription Price for each Right
subscribed for in accordance with the "Instructions as to Use of OmniCorder
Technologies Subscription Rights Certificates" that accompany this Subscription
Rights Certificate. The

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Rights evidenced by this Subscription Rights Certificate may also be transferred
or sold by completing the appropriate forms on the reverse side hereof in
accordance with the "Instructions as to Use of OmniCorder Technologies
Subscription Rights Certificates" that accompany this Subscription Rights
Certificate.

         The Rights evidenced by this Subscription Rights Certificate are
transferable on the books of OmniCorder Technologies, Inc. in person or by duly
authorized attorney upon surrender of this Subscription Rights Certificate
properly endorsed.

         This Subscription Rights Certificate is not valid unless countersigned
by the transfer agent and registered by the registrar.

         IN WITNESS WHEREOF, the Company has caused this Subscription Rights
Certificate to be duly executed under its corporate seal.

Dated: ____________, 2005

                                          OMNICORDER TECHNOLOGIES, INC.


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

COUNTERSIGNED AND REGISTERED BY:


CORPORATE STOCK
TRANSFER, INC. (Denver, CO)
Transfer Agent And Registrar


By:
   -------------------------------
   Name:
   Title:


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              DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

                              FOR DELIVERY BY MAIL:

                         CORPORATE STOCK TRANSFER, INC.
                    3200 CHERRY CREEK SOUTH DRIVE, SUITE 240
                                DENVER, CO 80209

                        ATTENTION: CARYLYN BELL, PRESIDENT

                     BY HAND DELIVERY OR OVERNIGHT COURIER:

                         CORPORATE STOCK TRANSFER, INC.
                    3200 CHERRY CREEK SOUTH DRIVE, SUITE 240
                                DENVER, CO 80209
                               TEL: (303) 282-4800

                   DELIVERY OTHER THAN IN THE MANNER OR TO THE
                         ADDRESSES LISTED ABOVE WILL NOT
                           CONSTITUTE VALID DELIVERY.

                PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

FORM 1 -- EXERCISE OF SUBSCRIPTION RIGHTS

         To subscribe for shares pursuant to your Basic Subscription Right,
please complete lines (a) and (c) and sign under Form 4 below. To subscribe for
shares pursuant to your Over-subscription Right, please also complete line (b)
and sign under Form 4 below.

(a)  I apply for ____ Shares      x    $1.00  = $_________________
             (No. of new Shares)               (subscription price)

         If you have exercised your Basic Subscription Right in full or
purchased shares of series A convertible preferred stock and warrants to
purchase common stock in OmniCorder Technologies' December 2004 private
placement and wish to subscribe for additional shares pursuant to your
Over-Subscription Right:

(b)  I apply for ____ Shares     x     $1.00    = $________________
             (No. of new Shares)                 (subscription price)

(c)  Total Amount of Payment Enclosed = $________________

METHOD OF PAYMENT (CHECK ONE):

[  ] Check or bank draft drawn on a U.S. bank, or postal, telegraphic or
     express money order payable to "Corporate Stock Transfer, Inc., as
     Subscription Agent for OmniCorder Technologies, Inc." Funds paid by an
     uncertified check may take at least five business days to clear.

[  ] Wire transfer of immediately available funds directly to the account
     maintained by Corporate Stock Transfer, Inc. as Subscription Agent for
     OmniCorder Technologies, Inc., for purposes of

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     accepting subscriptions in this Rights Offering,__________ at ABA
     #__________, Corporate Stock Transfer, Inc. Escrow Account No.___________.


FORM 2 -- SALE OR TRANSFER TO DESIGNATED TRANSFEREE OR THROUGH BANK OR BROKER

         To sell or transfer your subscription rights to another person,
complete this Form and have your signature guaranteed under Form 5. To sell your
subscription rights through your bank or broker, sign below under this Form 2
and have your signature guaranteed under Form 5, but leave the rest of this Form
2 blank.

         For value received, of the subscription rights represented by this
Subscription Rights Certificate are assigned to:


--------------------------------------------------------------------------------
                          (Print Full Name of Assignee)


--------------------------------------------------------------------------------
                              (Print Full Address)


--------------------------------------------------------------------------------
                         (Tax ID or Social Security No.)


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                             Signature(s) of Assignor

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the
reverse of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change whatsoever.

FOR INSTRUCTIONS ON THE USE OF OMNICORDER TECHNOLOGIES, INC. SUBSCRIPTION RIGHTS
CERTIFICATES, CONSULT CORPORATE STOCK TRANSFER, INC. THE SUBSCRIPTION AGENT.
STOCKHOLDERS, BANKS AND BROKERAGE FIRMS MAY CALL (303) 282-4800.

FORM 3-- DELIVERY TO DIFFERENT ADDRESS

         If you wish for the Series A Preferred Stock underlying your
subscription rights to be delivered to an address different from that shown on
the face of this Subscription Rights Certificate, please enter the alternate
address below, sign under Form 4 and have your signature guaranteed under Form
5.

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

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FORM 4-- SIGNATURE

         I acknowledge that I have received the Prospectus for this Rights
Offering and I hereby irrevocably subscribe for the number of shares indicated
above on the terms and conditions specified in the Prospectus.

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                                  Signature(s)

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the
reverse of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change whatsoever.

FORM 5-- SIGNATURE GUARANTEE

         This form must be completed if you have completed any portion of Forms
2 or 3.

Signature Guaranteed:


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                             (Name of Bank or Firm)

By:
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                             (Signature of Officer)

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor
institution (bank, stock broker, savings & loan association or credit union)
with membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule l7 Ad-15.


<PAGE>


                          NOTICE OF GUARANTEED DELIVERY

                       WITH RESPECT TO RIGHTS TO PURCHASE
      SERIES A CONVERTIBLE PREFERRED STOCK OF OMNICORDER TECHNOLOGIES, INC.
                            EXPIRING ON MARCH __, 2005
                        5:00 P.M., EASTERN STANDARD TIME.

        This form, or one substantially equivalent hereto, must be used by any
holder of Rights who wishes to subscribe for shares of Series A Convertible
Preferred Stock, $.01 par value per share ("Series A Preferred Stock"), of
OmniCorder Technologies, Inc. (the "Company") and (i) whose certificates
evidencing the Rights (the "Subscription Certificates") are not immediately
available or (ii) who cannot deliver his or her Subscription Certificates on or
before 5:00 p.m. Eastern Standard Time on March __, 2005 (the "Expiration
Date"). This form, together with payment in full for shares of Series A
Preferred Stock subscribed for, must be delivered to the Subscription Agent by
mail or hand delivery and must be so delivered by the Expiration Date. Unless
otherwise defined herein, all capitalized terms used herein have the same
meaning as set forth in the Company's Prospectus dated February __, 2005 (the
"Prospectus"). The name, address, telephone number and facsimile number of the
Subscription Agent are as follows:

                         Corporate Stock Transfer, Inc.
                            Telephone: (303) 282-4800
                            Facsimile: (303) 282-5800

                     If By Hand, Mail or Overnight Courier:
                         Corporate Stock Transfer, Inc.
                          3200 Cherry Creek South Drive
                                    Suite 240
                             Denver, Colorado 80209
                       Attention: Carylyn Bell, President

         The undersigned hereby represents that he or she is the holder of
Subscription Certificates representing ________ Rights and that such
Subscription Certificates cannot be delivered to the Subscription Agent on or
prior to the Expiration Date. The undersigned hereby elects to exercise _______
of the Rights represented by the Subscription Certificates to purchase ________
shares of Series A Preferred Stock. The undersigned hereby tenders $_________
($1.00 per share of Series A Preferred Stock subscribed for) in full payment for
the shares of Series A Preferred Stock subscribed for. The undersigned hereby
agrees to tender his Subscription Rights Certificates evidencing the Rights
exercised hereby within three business days following the date hereof, and that
the failure to so deliver such certificates may, in the Company's sole
discretion, render the exercise of the Rights hereunder void and of no force or
effect.


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


                                       -----------------------------------
                                       Name(s) (please print)


                                       ----------------------------------
                                       Address


                                       ----------------------------------
                                       Area Code and Telephone Number


                                       Date: ________________, 2005


<PAGE>


                                    GUARANTEE
                   (NOT TO BE USED FOR A SIGNATURE GUARANTEE)

         The undersigned, a firm which is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
is a commercial bank or trust company having an office in the United States,
guarantees that the above named person(s) own(s) the Rights exercised hereby
within the meaning of Rule 10b-4 under the Securities Exchange Act of 1934, as
amended, and (b) that such firm shall deliver to the Subscription Agent the
Subscription Certificates representing the Rights described above by 5:00 p.m.
Eastern Standard Time on the third business day following the Expiration Date.


                                  -------------------------------------------
                                  Name of Firm


                                  -------------------------------------------
                                  Authorized Signature


                                  -------------------------------------------
                                  Name of Authorized Signatory (please print)


                                  -------------------------------------------
                                  Address of Firm


                                  -------------------------------------------
                                  Area Code and Telephone Number of Firm


                                  Date: ________________, 2005


<PAGE>


                                  INSTRUCTIONS

         1. Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery together with
payment in full, in United States Dollars, for the shares of Series A Preferred
Stock subscribed for must be received by the Subscription Agent at its address
set forth on the cover page prior to 5:00 p.m., Eastern Standard Time, on the
Expiration Date. The method of delivery of this Notice of Guaranteed Delivery to
the Subscription Agent is at the election and risk of the holder of Rights but,
except as otherwise provided below, the delivery will be deemed made only when
actually received by the Subscription Agent. If such delivery is by mail, it is
recommended that the holder of Rights used insured, registered mail with return
receipt requested. For a description of the guaranteed delivery procedure, see
"The Subscription Rights Offering--Guaranteed Delivery Procedures" in the
Prospectus, available from the Subscription Agent.

         2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the holder of the Subscription Certificate(s)
referred to herein, the signature must correspond with the name(s) of the
registered holder(s) of the Subscription Certificate(s) without alteration or
any change whatsoever.

         If this Notice of Guaranteed Delivery is signed by a person other than
the holder or holders of the Subscription Certificate(s) listed, this Notice of
Guaranteed Delivery must be accompanied by an appropriate power signed in the
name(s) of the registered holder(s) of the Subscription Certificate(s) without
alteration or any change whatsoever.

         If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person action in a fiduciary or representative capacity, such person should so
indicate when signing and, unless waived by the Subscription Agent, evidence
satisfactory to the Subscription Agent of his or her authority so to act must be
submitted with this Notice of Guaranteed Delivery.