Exhibit 10.19

    THIS  WARRANT AND THE COMMON  SHARES  ISSUABLE  UPON  EXERCISE OF THIS
    WARRANT HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
    AMENDED.  THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF
    THIS  WARRANT  MAY  NOT  BE  SOLD,   OFFERED  FOR  SALE,   PLEDGED  OR
    HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT AS
    TO THIS  WARRANT  UNDER SAID ACT OR AN  OPINION OF COUNSEL  REASONABLY
    SATISFACTORY TO MANHATTAN SCIENTIFICS,  INC. THAT SUCH REGISTRATION IS
    NOT REQUIRED.

                    Right  to  Purchase  4,000,000  Shares  of  Common  Stock of
                    Manhattan  Scientifics,   Inc.  (subject  to  adjustment  as
                    provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2004-__                                        Issue Date:  November 9, 2004

     MANHATTAN SCIENTIFICS,  INC., a corporation organized under the laws of the
State of Delaware (the  "Company"),  hereby  certifies that, for value received,
Oro Valley Associates,  LLC, or assigns (the "Holder"), is entitled,  subject to
the terms set forth below, to purchase from the Company from and after the Issue
Date of this Warrant and at any time or from time to time before 5:00 p.m.,  New
York time,  through  November 8, 2008 (the "Expiration  Date"),  up to 4,000,000
fully paid and  nonassessable  shares of Common Stock (as hereinafter  defined),
$.001 par value, of the Company,  at the Exercise Price (as defined below).  The
number and  character of such shares of Common Stock and the Exercise  Price are
subject to adjustment as provided herein.

     As used herein the following terms,  unless the context otherwise requires,
have the following respective meanings:

     (a) The term "Company" shall include  Manhattan  Scientifics,  Inc. and any
corporation   which  shall  succeed  or  assume  the  obligations  of  Manhattan
Scientifics, Inc. hereunder.

     (b) The term "Common Stock"  includes (a) the Company's  Common Stock,  par
value $.001 per share,  and (b) any other securities into which or for which any
of the securities  described in (a) may be converted or exchanged  pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.

     (c) The term  "Other  Securities"  refers to any stock  (other  than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.

     (d) The term "Exercise Price" shall be $0.05 per share.


     1. Exercise of Warrant.

          1.1. Number of Shares Issuable upon Exercise.  From and after the date
hereof through and including the  Expiration  Date, the Holder shall be entitled
to receive, upon exercise of this Warrant in whole or in part, by delivery of an
original or fax copy of the exercise  notice  attached  hereto as Exhibit A (the
"Exercise Notice"), shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4.

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<PAGE>

          1.2. Fair Market  Value.  Fair Market Value of a share of Common Stock
as of a particular date (the "Determination Date") shall mean:

               (a) If the Company's  Common Stock is traded on an exchange or is
quoted  on the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  ("NASDAQ")  National Market or the NASDAQ SmallCap  Market,  then the
closing or last sale price,  respectively,  reported  for the last  business day
immediately preceding the Determination Date.

               (b) If the Company's Common Stock is not traded on an exchange or
on the NASDAQ National Market or the NASDAQ SmallCap Market but is traded on the
NASD OTC  Bulletin  Board,  then the mean of the  average of the closing bid and
asked  prices  reported  for the last  business day  immediately  preceding  the
Determination Date.

               (c) Except as  provided  in clause (d)  below,  if the  Company's
Common Stock is not publicly traded, then as the Holder and the Company agree or
in the absence of agreement by arbitration in accordance  with the rules then in
effect of the American Arbitration Association, before a single arbitrator to be
chosen from a panel of persons  qualified by  education  and training to pass on
the matter to be decided.

               (d) If the  Determination  Date  is the  date  of a  liquidation,
dissolution or winding up, or any event deemed to be a liquidation,  dissolution
or winding up pursuant to the Company's charter,  then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such  liquidation,  dissolution  or  winding  up,  plus all other  amounts to be
payable  per share in  respect  of the  Common  Stock in  liquidation  under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of the Warrant are  outstanding  at the
Determination Date.

     2. Procedure for Exercise.

          2.1  Delivery of Stock  Certificates,  etc. on  Exercise.  The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event within 3 business days thereafter,  the Company at its expense  (including
the payment by it of any applicable  issue taxes) will cause to be issued in the
name of and  delivered to the Holder,  or as such Holder  (upon  payment by such
holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable securities laws, a certificate or certificates for the number of duly
and validly  issued,  fully paid and  nonassessable  shares of Common  Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any  fractional  share  to  which  such  holder  would  otherwise  be
entitled,  cash equal to such fraction  multiplied by the then Fair Market Value
of one full  share,  together  with any  other  stock  or other  securities  and
property  (including  cash,  where  applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise.

          2.2. Exercise.

               (a)  Payment may be made  either in (i) cash or by  certified  or
official bank check payable to the order of the Company equal to the  applicable
aggregate  Exercise Price, (ii) by delivery of the Warrant,  Common Stock and/or
Common Stock  receivable upon exercise of the Warrant in accordance with Section
(b) below,  or (iii) by a combination of any of the foregoing  methods,  for the
number of Common Shares specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable  to the holder  per the terms of this  Warrant)  and the  Holder  shall
thereupon be entitled to receive the number of duly authorized,  validly issued,
fully-paid  and  non-assessable  shares  of Common  Stock (or Other  Securities)
determined as provided herein.

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<PAGE>
               (b) Notwithstanding any provisions herein to the contrary, if the
Fair  Market  Value of one share of Common  Stock is greater  than the  Exercise
Price (at the date of  calculation  as set forth  below),  in lieu of exercising
this Warrant for cash, the Holder may elect to receive shares equal to the value
(as determined  below) of this Warrant (or the portion thereof being  exercised)
by  surrender of this Warrant at the  principal  office of the Company  together
with the  properly  endorsed  Exercise  Notice in which event the Company  shall
issue to the  Holder a number  of  shares of  Common  Stock  computed  using the
following formula:

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

         Where    X=    the number of shares of Common Stock
                        to be issued to the Holder

                  Y=    the number of shares of Common Stock
                        purchasable under the Warrant or, if only a
                        portion of the Warrant is being exercised,
                        the portion of the Warrant being exercised
                        (at the date of such calculation)

                  A=    the Fair Market Value of one share of the
                        Company's Common Stock (at the date of
                        such calculation)

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

               (c) If the Common Stock to be issued  pursuant to this warrant is
registered on an effective registration statement,  the Holder may only exercise
this warrant pursuant to Section 2.2(a)(i).

     3. Adjustment for Reorganization, Consolidation, Merger, etc.

          3.1. Reorganization,  Consolidation,  Merger, etc. In case at any time
or from  time to time,  the  Company  shall  (a)  effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

          3.2.  Dissolution.  In the  event of any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property  (including cash, where
applicable)  receivable by the Holder of the Warrant after the effective date of
such  dissolution  pursuant to Section 3.1 to a bank or trust company having its
principal office in New York, NY, as trustee for the Holder of the Warrant.

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<PAGE>
          3.3.  Continuation of Terms. Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions  described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable) receivable by the holders of the Warrant be delivered to the Trustee
as contemplated by Section 3.2.

     4.  Extraordinary  Events  Regarding  Common  Stock.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Exercise  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.

     5.  Certificate  as to  Adjustments.  In  each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 10 hereof).

     6. Reservation of Stock, etc. Issuable on Exercise of Warrant.  The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the  exercise of the Warrant,  shares of Common  Stock (or Other  Securities)
from time to time issuable on the exercise of the Warrant.

     7. Assignment;  Exchange of Warrant.  Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a "Transferor") with respect to any
or all of the Shares.  On the surrender  for exchange of this Warrant,  with the
Transferor's  endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the
"Transferor   Endorsement   Form")  and  together   with   evidence   reasonably
satisfactory to the Company demonstrating  compliance with applicable securities
laws,  which  shall  include,  without  limitation,  a legal  opinion  from  the
Transferor's  counsel  that  such  transfer  is  exempt  from  the  registration
requirements of applicable  securities laws, the Company at its expense but with
payment by the  Transferor  of any  applicable  transfer  taxes)  will issue and
deliver  to or on the  order of the  Transferor  thereof a new  Warrant  of like
tenor, in the name of the Transferor and/or the transferee(s)  specified in such
Transferor  Endorsement Form (each a "Transferee"),  calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.

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<PAGE>

     8. Registration Rights. If the Company at any time proposes to register any
of its  securities  under the Act for sale to the  public,  whether  for its own
account  or for the  account of other  security  holders  or both,  except  with
respect  to  registration  statements  on Forms  S-4,  S-8 or  another  form not
available for  registering  the  Registrable  Securities for sale to the public,
provided the  Registrable  Securities are not otherwise  subject to an effective
registration statement, the Company will cause such Registrable Securities to be
included  with  the  securities  to be  covered  by the  registration  statement
proposed to be filed by the Company. In the event that any registration pursuant
to this Section 8 shall be, in whole or in part, an underwritten public offering
of Common Stock of the Company,  the number of shares of Registrable  Securities
to be  included  in  such  an  underwriting  may  be  reduced  by  the  managing
underwriter  if and to the extent  that the Company  and the  underwriter  shall
reasonably  be of the opinion that such  inclusion  would  adversely  affect the
marketing  of the  securities  to be  sold  by the  Company  therein;  provided,
however,  that the Company  shall  notify the  Purchaser  in writing of any such
reduction.  "Registrable Securities" means the number of shares of the Company's
Common  Stock set forth on the first page hereto and issuable  upon  exercise of
the Warrant.

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

     10. Warrant Agent. The Company may, by written notice to the each holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

     11. Transfer on the Company's  Books.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

     12. Notices,  etc. All notices and other communications from the Company to
the  Holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

     13. Voluntary Adjustment by the Company. The Company may at any time during
the term of this Warrant  reduce the then current  Exercise  Price to any amount
and for any period of time deemed  appropriate  by the Board of Directors of the
Company.

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<PAGE>
     14. Miscellaneous. 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.  This Warrant shall be governed by and construed in accordance  with the
laws of State of Delaware without regard to principles of conflicts of laws. Any
action brought concerning the transactions contemplated by this Warrant shall be
brought only in the state courts of California or in the federal  courts located
in the state of  California;  provided,  however,  that the Holder may choose to
waive this provision and bring an action  outside the state of  California.  The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
The headings in this Warrant are for purposes of reference  only,  and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.   The  invalidity  or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability  of any other  provision.  The  Company  acknowledges  that legal
counsel  participated  in  the  preparation  of  this  Warrant  and,  therefore,
stipulates  that the rule of  construction  that  ambiguities are to be resolved
against the drafting  party shall not be applied in the  interpretation  of this
Warrant to favor any party against the other party.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]









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<PAGE>
     IN WITNESS WHEREOF,  the Company has executed this Warrant under seal as of
the date first written above.

                                 MANHATTAN SCIENTIFICS, INC.



                                 By:/S/ Marvin Maslow
                                    ------------------
                                    Marvin Maslow, Chief Executive Officer






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