THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS. THESE SECURITIES
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT OR LAWS.


January 28, 2005                                                        W-______

                                 XENOMICS, INC.

                              COMMON STOCK WARRANT

         THIS CERTIFIES that, for value received, ____________ and its permitted
transferees hereunder (the "Holder"), is entitled to subscribe for and purchase
from XENOMICS, INC., a Florida corporation (the "Company"), up to ____ fully
paid and nonassessable shares (the "Warrant Shares") of common stock, $.0001 par
value, of the Company (the "Common Stock") at $2.95 per share (the "Warrant
Price") subject to adjustment as provided in Section 2 hereof, at any time or
from time to time during the period (the "Exercise Period") commencing on the
date hereof and ending on January 28, 2010.

SECTION 1. Exercise of Warrant. This Warrant may be exercised by the Holder as
to the whole or any lesser number of the Warrant Shares covered hereby, upon
surrender of this Warrant to the Company at its principal executive office
together with the Notice of Exercise attached hereto as Exhibit A, duly
completed and executed by the Holder, and payment to the Company of the
aggregate Exercise Price for the Warrant Shares to be purchased in the form of
(i) a check made payable to the Company, (ii) wire transfer according to the
Company's instructions or (iii) any combination of (i) and (ii). The exercise of
this Warrant shall be deemed to have been effected on the day on which the
Holder surrenders this Warrant to the Company and satisfies all of the
requirements of this Section 1. Upon such exercise, the Holder will be deemed a
shareholder of record of those Warrant Shares for which the warrant has been
exercised with all rights of a shareholder (including, without limitation, all
voting rights with respect to such Warrant Shares and all rights to receive any
dividends with respect to such Warrant Shares). If this Warrant is to be
exercised in respect of less than all of the Warrant Shares covered hereby, the
Holder shall be entitled to receive a new warrant covering the number of Warrant
Shares in respect of which this Warrant shall not have been exercised and for
which it remains subject to exercise. Such new warrant shall be in all other
respects identical to this Warrant.

SECTION 2. Adjustment of Warrant Price. If, at any time during the Exercise
Period, the number of outstanding shares of Common Stock is (i) increased by a
stock dividend payable in shares of Common Stock or by a subdivision or split of
shares of such class of Common Stock, or (ii) decreased by a combination or
reverse split of shares of Common Stock, then, following the record date fixed
for the determination of holders of Common Stock entitled to receive the

                                       1
<PAGE>

benefits of such stock dividend, subdivision, split-up, reverse split-up or
combination, the Warrant Price shall be proportionately reduced, in the case of
an increase in shares of Common Stock outstanding, or proportionately increased,
in the case of a decrease in shares of Common Stock outstanding, in both cases
by the ratio which the total number of shares of Common Stock to be outstanding
immediately after such event bears to the total number of shares of Common Stock
outstanding immediately prior to such event.

SECTION 3. Adjustment of Warrant Shares. Upon each adjustment of the Warrant
Price as provided in Section 2, the Holder shall thereafter be entitled to
subscribe for and purchase, at the Warrant Price resulting from such adjustment,
the number of Warrant Shares equal to the product of (i) the number of Warrant
Shares existing prior to such adjustment and (ii) the quotient obtained by
dividing (A) the Warrant Price existing prior to such adjustment by (B) the new
Warrant Price resulting from such adjustment. No fractional shares of capital
stock of the Company shall be issued as a result of any such adjustment, and any
fractional shares resulting from the computations pursuant to this paragraph
shall be eliminated without consideration.

SECTION 4. No Shareholder Rights. This Warrant shall not entitle the holder
hereof to any voting rights or other rights as a shareholder of the Company.

SECTION 5. Covenant of the Company. The Company covenants and agrees that the
Company shall at all times have authorized and reserved or shall authorize and
reserve, free from preemptive rights, a sufficient number of shares of its
Common Stock to provide for the exercise of the rights represented by this
Warrant.

SECTION 6. Investment Representations and Warranties. The Holder hereby
represents and warrants to the Company as follows:

         (a) The Holder is acquiring the Warrant, and it will acquire the Common
Stock issuable upon exercise thereof, for its own account, for investment and
not with a view to the distribution thereof, nor with any present intention of
distributing the same. The Holder understands that the Warrant and Common Stock
issuable upon exercise thereof, will not be registered under the Act or
registered or qualified under any state securities or "blue-sky" laws, by reason
of their issuance in a transaction exempt from the registration and/or
qualification requirements thereof, and that they must be held indefinitely
unless a subsequent disposition thereof is registered under the Act or
registered or qualified under any applicable state securities or "blue-sky" laws
or is exempt from registration and/or qualification.

         (b) The Holder understands that the exemption from registration
afforded by Rule 144 (the provisions of which are known to the Holder)
promulgated under the Act depends on the satisfaction of various conditions and
that, if applicable, Rule 144 may only afford the basis for sales under certain
circumstances only in limited amounts.

         (c) The Holder has no need for liquidity in its investment in the
Company, and is able to bear the economic risk of such investment for an
indefinite period and to afford a complete loss thereof.

         (d) The Holder is an "accredited purchaser" as such term is defined in
Rule 501 (the provisions of which are known to the Holder) promulgated under the
Act.

                                       2
<PAGE>

SECTION 7. Restrictions on Transfer. The Holder of this Warrant by acceptance
hereof agrees that the transfer of this Warrant and the shares of Common Stock
issuable upon exercise of this Warrant are subject to the following provisions:

         (a) General. Subject to the requirements of the Act or any applicable
state securities laws, the Holder may sell, assign, transfer or otherwise
dispose of all or any portion of the Warrants or the Warrant Shares acquired
upon any exercise hereof at any time and from time to time. Upon the sale,
assignment, transfer or other disposition of all or any portion of the Warrants,
Holder shall deliver to the Company a written notice of such in the form
attached hereto as Exhibit B, duly executed by Holder, which includes the
identity and address of any purchaser, assignor or transferee.

         (b) Restrictive Legend. Each certificate for Warrant Shares held by the
Holder and each certificate for any such securities issued to subsequent
transferees of any such certificate shall be stamped or otherwise imprinted with
legends in substantially the following form:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
         INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT") OR ANY RELEVANT STATE SECURITIES LAWS.
         THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
         REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE
         STATE SECURITIES LAWS".

         (c) Indemnification. Holder acknowledges that he, she or it understands
the meaning and legal consequences of the representations, warranties and
acknowledgments he, she or it has made in Section 7 and elsewhere in this
Warrant and he, she or it understands that the Company is relying upon the truth
and accuracy thereof. Accordingly, the Holder hereby agrees to indemnify and
hold harmless the Company, its officers, agents and representatives, from and
against any and all loss, damage or liability due to or arising out of a breach
of any representation or warranty of Holder contained in this Warrant.

SECTION 8. Amendment. The terms and provisions of this Warrant may not be
modified or amended, except with the written consent of the Company and the
Holder.

SECTION 9. Reorganizations, Etc. In case, at any time during the Exercise
Period, of any capital reorganization, of any reclassification of the stock of
the Company (other than a change in par value or from par value to no par value
or from no par value to par value or as a result of a stock dividend or
subdivision, split-up or combination of shares), or the consolidation or merger
of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing operation and which does not
result in any change or reclassification in the Warrant Shares) or of the sale
of all or substantially all the properties and assets of the Company as an
entirety to any other corporation, the Company, at its sole discretion, shall
have the right and option to (A) provide 10 days prior written notice of such
event to the Holder and this Warrant shall terminate and be of no further force
and effect on and after the effective date of such capital reorganization or
reclassification or the consummation of such consolidation, sale or merger; or
(B) provide that this Warrant shall, after such reorganization,

                                       3
<PAGE>

reclassification, consolidation, merger or sale, be exercisable for the kind and
number of shares of stock or other securities or property of the Company or of
the corporation resulting from such consolidation or surviving such merger or to
which such properties and assets shall have been sold to which such holder would
have been entitled if he, she or it had held the Warrant Shares issuable upon
the exercise hereof immediately prior to such reorganization, reclassification,
consolidation, merger or sale.

SECTION 10. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is
lost, stolen, mutilated or destroyed, the Company may, on such terms as to
indemnity or otherwise as it may in its discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant
of like denomination and tenor as the Warrant so lost, stolen, mutilated or
destroyed. Any such new Warrant shall constitute an original contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Warrant shall be at any time enforceable by anyone.

SECTION 11. Notices. All notices, advices and communications to be given or
otherwise made to any party to this Agreement shall be deemed to be sufficient
if contained in a written instrument delivered in person or by telecopier or
duly sent by first class registered or certified mail, return receipt requested,
postage prepaid, or by overnight courier, or by electronic mail, with a copy
thereof to be sent by mail (as aforesaid) within 24 hours of such electronic
mail, addressed to such party at the address set forth below or at such other
address as may hereafter be designated in writing by the addressee to the
addresser listing all parties:

         (a) If to the Company, to:

                           Xenomics, Inc.
                           420 Lexington Avenue, Suite 1701
                           New York, New York 10170
                           Facsimile: (212) 297-1888
                           Attention:  V. Randy White
                                        Chief Executive Officer

                                       and

         (b) If to the Holder, to:

or to such other address as the party to whom notice is to be given may have
furnished to the other parties hereto in writing in accordance herewith. Any
such notice or communication shall be deemed to have been delivered and received
(i) in the case of personal delivery or delivery by telecopier, on the date of
such deliver, (ii) in the case of nationally-recognized overnight courier, on
the next business day after the date when sent and (ii) in the case of mailing,
on the third business day following that on which the piece of mail containing
such communication is posted. As used in this Section 11, "business day" shall
mean any day other than a day on which banking institutions in the State of New
York are legally closed for business.

                                       4
<PAGE>

SECTION 12. Binding Effect on Successors. Subject to Section 9 hereof, this
Warrant shall be binding upon any corporation succeeding the Company by merger,
consolidation or acquisition of all or substantially all of the Company's
assets.

SECTION 13. Descriptive Headings and Governing Law. The description headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of New York (without giving effect to
conflicts of law principles thereunder).

SECTION 14. Fractional Shares. No fractional shares shall be issued upon
exercise of this Warrant. The Company shall, in lieu of issuing any fractional
share, pay the holder entitled to such fraction a sum in cash equal to such
fraction multiplied by the then effective Warrant Price.

                                      * * *

                                       5
<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Common Stock
Warrant to be executed by its duly authorized officer as of the date first above
written.

                                             XENOMICS, INC.



                                             By: ______________________________
                                                 Name:  V. Randy White
                                                 Title: Chief Executive Officer


                                       6
<PAGE>

                                                                       Exhibit A

                              Form of Subscription


                               NOTICE OF EXERCISE
                              COMMON STOCK WARRANT

To:      Xenomics, Inc.

         The undersigned hereby elects to purchase _______ shares of Common
Stock ("Common Stock") of Xenomics, Inc., a Florida corporation, (the "Company")
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the aggregate exercise price therefor and any transfer taxes payable pursuant to
the terms of the Warrant.

         Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name or names as
are specified below:

                  Name:
                              -----------------------------------------------
                  Address:
                              -----------------------------------------------


         IN WITNESS WHEREOF, the Warrant Holder has executed this Notice of
Exercise effective this ___ day of --------, ------.


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


<PAGE>

                                                                       Exhibit B


                               Form of Assignment
                  [To be 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 XENOMICS, INC., to which the within Warrant relates,
and appoints Attorney to transfer such right on the books of XENOMICS, INC.,
with full power of substitution in the premises.


Dated:                                   _____________________________
                                        (Signature)


Signed in the presence of:

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