NEITHER
        THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
        WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE
“ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL
        SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
        REQUIRED.

       

      THE
        TRANSFERABILITY OF THIS WARRANT IS

      RESTRICTED
        AS PROVIDED IN SECTION 3

       

      
        	
                No.
                  2008 - ________ 

              	
                January
                  16, 2008

              


      

       

      NANOSENSORS,
        INC.

      COMMON
        STOCK PURCHASE WARRANT

       

      For
        good
        and valuable consideration, the receipt of which is hereby acknowledged by
        NANOSENSORS,
        INC., a
        Nevada
        corporation (the “Company”),
        

      (the
        “Holder”),
        is
        hereby granted ________ Warrants representing in the aggregate the right
        to
        purchase, at any time on and after the date on which the Series A Convertible
        Preferred Stock of the Company is converted into shares of the
        Company's Common Stock, par value $.001 per share (“Common
        Stock”),
        until
        5:00 P.M., New York City time, on January 16, 2013 (the “Warrant
        Exercise Term”),
        up
        to

       

      ______________________________________________________
        (______________) fully-paid and non-assessable shares of Common
        Stock.

       

      This
        Warrant is one of a duly authorized issue of 3,100,000 Warrants (each Warrant
        constituting a right to purchase 112.77066 shares of Common Stock at the
        Exercise Price as defined below), issued by the Company in exchange for
        6,200,000 Common Stock Purchase Warrants issued by CUCHULAINN
        HOLDINGS, INC., a
        Panamanian corporation (“Holdings”),
        originally in connection with a private offering of its securities (the
“Offering”).
        This
        Warrant was issued pursuant to the provisions of Section 2(g)(i) of the
        Agreement and Plan of Merger, dated as of November 27, 2007, as amended,
        by and
        among the Company, CUCHULAINN
        ACQUISITION, INC., a
        Panamanian corporation and wholly-owned subsidiary of the Company
        (“Acquisition”), and Holdings, as amended (the “Merger
        Agreement”)
        providing for the merger of Holdings with and into Acquisition with Acquisition
        as the surviving corporation (the “Merger”).
        The
        Warrants are similar in terms except for dates, amounts and named holders.
        

       

      l. Exercise
        of Warrant

       

      1.1  Exercise
        Procedure. This
        Warrant is exercisable at a price of $0.0088676 per share of Common
        Stock
        (the
“Exercise
        Price”
        subject
        to adjustment as provided in Section
        2
        hereof,
        payable in cash or by certified or official bank check in New York Clearing
        House funds. Upon surrender of this warrant certificate with the annexed
        Warrant
        Exercise Form duly executed, together with payment of the Exercise Price
        for the
        shares of Common Stock purchased at the Company’s principal executive offices,
        the registered Holder of the Warrant shall be entitled to receive a certificate
        or certificates for the shares of Common Stock so purchased (the “Warrant
        Shares”).
        The
        purchase rights represented by this Warrant are exercisable
        at the option of the Holder hereof, in whole or in part (but not as to
        fractional shares of the Common Stock) during any period in which this Warrant
        may be exercised as set forth above. In the case of the purchase of less
        than
        all the shares of Common Stock purchasable under this Warrant, the Company
        shall
        cancel this Warrant upon the surrender thereof and, upon the written request
        of
        the Holder, the Company shall execute and deliver a new Warrant of like tenor
        for the balance of the shares of Common Stock purchasable hereunder. In no
        event
        will this Warrant be exercisable prior to the Company amending its Articles
        of
        Incorporation so as to increase the number of authorized shares of Common
        Stock
        or to effect a 100-to-1 reverse stock split following consummation of the
        Merger.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.2  Issuance
        of Warrant Shares. The
        issuance of certificates for shares of Common Stock upon the exercise
        of this Warrant shall be made without charge to the Holder hereof including,
        without limitation, any tax which may be payable in respect of the issuance
        thereof, and such certificates shall be issued in the name of, or in such
        names
        as may be directed by, the Holder hereof; provided, however, that the Company
        shall not be required to pay any tax which may be payable in respect of any
        transfer involved in the issuance and delivery of such certificate in a name
        other than that of the Holder and the Company shall not be required to issue
        or
        deliver such certificates unless or until the person or persons requesting
        the
        issuance thereof shall have paid to the Company the amount of such tax or
        shall
        have established to the satisfaction of the Company that such tax has been
        paid.

       

      1.3 
        Cashless Exercise.
        With
        respect to the Warrant Shares, in the event that a
        registration statement filed by the Company with the United States Securities
        and Exchange Commission for the purpose of registering the shares of Common
        Stock issuable upon exercise of this Warrant under the Act, has been declared
        effective by said Commission and thereafter the Company fails to maintain
        the
        effectiveness of such registration statement, the Holder may, during any
        period
        in which the registration statement has ceased to be effective, pay the Exercise
        Price through a cashless exercise (a “Cashless
        Exercise”),
        as
        hereinafter provided. The Holder may effect a Cashless Exercise by surrendering
        this Warrant to the Company and noting on the Exercise Notice that the Holder
        wishes to effect a Cashless Exercise, upon which the Company shall issue
        to the
        Holder the number of Warrant Shares determined as follows:

       

      X
        = Y x
        (A - B)/A

      where:

      X
        = the
        number of Warrant Shares to be issued to the Holder;

      Y
        = the
        number of Warrant Shares with respect to which this Warrant is being
        exercised;

      A
        = the
        Market Price (as defined below) as of the Exercise Date; and

      B
        = the
        Exercise Price.

       

      For
        purposes of Rule 144 promulgated under the Act, it is intended and acknowledged
        that the Warrant Shares issued in a Cashless Exercise transaction shall be
        deemed to have been acquired by the Holder, and the holding period for the
        Warrant Shares required by said Rule 144 shall be deemed to have been commenced,
        on the date this Warrant was originally issued by the Company. Except as
        otherwise defined herein, “Market
        Price”
means,
        as of a particular date, the average of the (i) high and low price of the
        Common
        Stock (if the Common Stock is not at that time listed for trading on a
        securities exchange) or (ii) closing price (if the Common Stock is traded
        on a
        securities exchange) for the ten (10) consecutive Trading Days occurring
        immediately prior to (but not including) any given date, as reported in the
        principal market on which the Company’s Common Stock is traded. In case any
        Common Stock or other securities which are convertible or exchangeable into
        Common Stock (collectively, “Common
        Stock Equivalents”)
        are
        issued in connection with any merger or consolidation in which the Company
        is
        the surviving corporation, the amount of consideration therefor will be deemed
        to be the fair market value of such portion of the net assets and business
        of
        the non-surviving corporation as is attributable to such Common Stock or
        Common
        Stock Equivalents. The Company’s Board of Directors shall calculate reasonably
        and in good faith, using standard commercial valuation methods appropriate
        for
        valuing such assets, the fair market value of any consideration other than
        cash
        or securities. If the Common Stock is not listed or admitted to trade on
        a
        national securities exchange and if bid and asked prices for the Common Stock
        are not furnished by the OTCBB, Pink Sheets or a similar organization, the
        “Market Value” shall be the value established in good faith by the Board of
        Directors taking into account such facts and circumstances deemed to be material
        by the independent members of the Board of Directors.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      1.4  Reservation
        of Shares.
        Subject
        to amending
        its Articles of Incorporation so as to increase its number of authorized
        shares
        of Common Stock or alternatively effecting a reverse stock split of its Common
        Stock, the Company covenants that it will at all times reserve and keep
        available out of its authorized Common Stock, solely for the purpose of issuance
        upon exercise of this Warrant as herein provided, such number of shares of
        Common Stock as shall then be issuable upon the exercise of this Warrant.
        The
        Company covenants that all shares of Common Stock which shall be so issuable
        shall be duly and validly issued and fully-paid and non-assessable. The Company
        further covenants to act promptly to effect the aforesaid amendment of its
        articles of incorporation.

       

      2. Adjustments
        to Exercise Price

       

      2.1  Stock
        Dividends, Subdivisions, Reclassifications or Combinations.
        If
        the
        Corporation shall (A) declare a dividend or make a distribution on its Common
        Stock in shares of its Common Stock, (B) subdivide or reclassify the outstanding
        shares of Common Stock into a greater number of shares, or (C) combine or
        reclassify the outstanding Common Stock into a smaller number of shares,
        the
        Exercise Price in effect at the time of the record date for such dividend
        or
        distribution or the effective date of such subdivision, combination or
        reclassification shall be proportionately adjusted and the Holder, after
        such
        date, shall be entitled to receive the number of shares of Common Stock which
        he
        would have owned or been entitled to receive had this Warrant been exercised
        immediately prior to such date; provided that any adjustment made herein
        that results in a decrease (or increase) in the Exercise Price shall also
        effect
        a proportional increase (or decrease) in the number of shares of Common Stock
        into which this Warrant is exercisable. Successive adjustments in the Exercise
        Price shall be made whenever any event specified above shall occur.

       

      2.2  Consolidation,
        Merger, Sale or Conveyance.
        In case
        of any consolidation
        or merger of the Company with any other corporation (other than a wholly
        owned
        subsidiary), or in case of sale or transfer of all or substantially all of
        the
        assets of the Company, or in the case of any share exchange whereby the Common
        Stock is converted into other securities or property, the Company will be
        required to make appropriate provision so that the Holder will have the right
        thereafter to exercise this Warrant into the kind and amount of shares of
        stock
        and other securities and property receivable upon such consolidation, merger,
        sale, transfer or share exchange by a holder of the number of shares of Common
        Stock for which this Warrant was exercisable immediately prior to such
        consolidation, merger, sale, transfer or share exchange. Any adjustment made
        herein that results in a decrease in the Exercise Price shall also effect
        a
        proportional increase in the number of shares of Common Stock into which
        this
        Warrant is exercisable.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      2.3
         Notices
        of Change.
        Upon
        any determination or adjustment in the number
        or
        class of shares subject to this Warrant and of the Exercise Price, the Company
        shall give written notice thereof to the Holder, setting forth in reasonable
        detail and certifying the calculation of such determination or adjustment.
        The
        Company shall give written notice to the Holder at least 20 business days
        prior
        to the date on which the Company closes its books or takes a record for
        determining rights to receive any dividends or distributions or in the event
        of
        a merger, acquisition, consolidation, sale of all or substantially all of
        its
        assets or similar such event.

       

      2.4 Exceptions
        to Adjustment of Exercise Price.
        Notwithstanding the foregoing, no adjustment to the Exercise Price shall
        be made
        pursuant to this Section
        2
        upon the
        issuance of any Excluded Securities. For purposes hereof, “Excluded
        Securities”
means
        (A) shares of Common Stock issuable or issued to (x) employees or directors
        from time to time either directly or upon the exercise of options, in such
        case
        granted or to be granted in the discretion of the Board of Directors, pursuant
        to one or more stock option plans or stock purchase plans adopted
        by the Company, or (y) to consultants or vendors, either directly or pursuant
        to
        warrants or other convertible securities to acquire shares of Common Stock
        that
        are outstanding on the date hereof or issued hereafter; (B) shares of Common
        Stock issued in connection with any Common Stock Equivalents outstanding
        on the
        date hereof; (C) shares of Common Stock or Common Stock Equivalents issued
        to third parties in connection with a joint venture, strategic alliance or
        other
        commercial relationship with such third party relating to the operation of
        the
        Company’s business, the primary purpose of which is not to raise equity
        capital.

       

      3. Restrictions
        on Transfer

       

      The
        Holder acknowledges that he has been advised by the Company that this Warrant
        and the shares of Common Stock (the “Warrant
        Shares” and
        collectively with this Warrant, the “Securities”)
        have
        not been registered under the Act, that the Warrant is being issued, and
        the
        shares issuable upon exercise of the Warrant will be issued, on the basis
        of the
        statutory exemption provided by Section 4(2) of the Act relating to transactions
        by an issuer not involving any public offering, and that the Company’s reliance
        upon this statutory exemption is based in part upon the representations made
        by
        the Holder contained herein. The Holder acknowledges that he has been informed
        by the Company of, or is otherwise familiar with, the nature of the limitations
        imposed by the Act and the rules and regulations thereunder on the transfer
        of
        securities. In particular, the Holder agrees that no sale, assignment or
        transfer of the Securities shall be valid or effective, and the Company shall
        not be required to give any effect to any such sale, assignment or transfer,
        unless (i) the sale, assignment or transfer of the Securities is registered
        under the Act, and the Company has no obligations or intention to so register
        the Securities except as may otherwise be provided herein, or (ii) the
        Securities are sold, assigned or transferred in accordance with all the
        requirements and limitations of Rule 144 under the Act or such sale, assignment,
        or transfer is otherwise exempt
        from registration under the Act. The Holder represents and warrants that
        he has
        acquired this Warrant and will acquire the Warrant Shares for his own account
        for investment and not with a view to the sale or distribution thereof or
        the
        granting of any participation therein, and that he has no present intention
        of
        distributing or selling to others any of such interest or granting any
        participation therein. The Holder acknowledges that the securities shall
        bear
        the following legend:

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “ACT”). SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED,
        HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
        STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL TO
        THE
        COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER,
        HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER SUCH
        ACT.

       

      4.  Registration
        Rights.
        

       

      The
        Holder shall be entitled to all of the rights and subject to all of the
        obligations regarding registration of the Warrant Shares, as described in
        the
        Registration Rights Agreement between the Company and the original holder
        hereof
        relating to this Warrant and the Warrant Shares.

       

      5.  Exercise
        Limitation. 

       

      In
        no
        event shall a Holder be permitted to exercise this
        Warrant, or part hereof, if, upon such exercise, the number of shares of
        Common
        Stock beneficially owned by the Holder (other than shares which would otherwise
        be deemed beneficially owned except for being subject to a limitation on
        conversion or exercise analogous to the limitation contained in this
Section
        5),
        would
        exceed 4.99% of the number of shares of Common Stock then issued and
        outstanding; provided that the foregoing limitation shall not apply with
        respect
        to the original Holder hereof who received this Warrant upon the closing
        of the
        Merger. As used herein, beneficial ownership shall be determined in accordance
        with Section 13(d) of the Securities Exchange Act of 1934, as amended, and
        the
        rules thereunder. To the extent that the limitation contained in this
Section
        5
        applies,
        the submission of an Exercise Notice by the Holder shall be deemed to be
        the
        Holder’s representation that this Warrant is exercisable pursuant to the terms
        hereof and the Company shall be entitled to rely on such representation without
        making any further inquiry as to whether this Section
        5
        applies.
        Nothing contained herein shall be deemed to restrict the right of a Holder
        to
        exercise this Warrant, or part thereof, at such time as such exercise will
        not
        violate the provisions of this Section
        5.
        The
        limitations contained in this Section
        5
        shall
        cease to apply (x) upon sixty (60) days’ prior written notice from the Holder to
        the Company, or (y) immediately upon written notice from the Holder to the
        Company at any time after the public announcement or other disclosure of
        the (i)
        sale, conveyance or disposition of all or substantially all of the assets
        of the
        Company; (ii) effectuation of a transaction or series of transactions in
        which
        more than 50% of the voting power of the Company is disposed of (other than
        as a
        direct result of normal, uncoordinated trading activities in the Common Stock
        generally); (iii) the consolidation, merger or other business combination
        of the
        Company with or into any other entity, immediately following which the prior
        stockholders of the Company fail to own, directly or indirectly, at least
        50% of
        the voting equity of the surviving entity; or (d) a
        transaction or series of transactions in which any person or entity Person
        or
“group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
        acquires more than 50% of the voting equity of the Company (any of the foregoing
        transactions in this Section
        5(y) (i) - (iv),
        a
“Change
        of Control”).

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      6.  Redemption. 

       

      This
        Warrant may be redeemed at the option of the Company,
        at a redemption price of $0.01 per Warrant (the “Redemption
        Price”),
        at any
        time commencing twelve months after the effective date of the Registration
        Statement and the Expiration Date upon not less than 30 days (and not more
        than
        60 days) written notice delivered to the Holder, provided: (a) the closing
        bid
        price of the Common Stock is been at least 175% of the Exercise Price for
        twenty
        (20) consecutive trading days prior to the date of the notice of redemption
        and
        (b) there is an effective registration statement with a current prospectus
        available covering the shares of Common Stock issuable upon exercise of this
        Warrant. On and after the date fixed for redemption, the Holder shall have
        no
        rights with respect to this Warrant except to receive the Redemption Price
        per
        Warrant upon surrender of this Certificate. The Company covenants and agrees
        that it will honor all Exercise Notices tendered through the 5:00 Eastern
        Time
        on the Business Day immediately preceding the Redemption Date. The redemption
        payment shall be made in cash on the date fixed for redemption in the Company’s
        notice of redemption, as described below (the “Redemption
        Date”).
        The
        notice of redemption shall specify: (i) the Redemption Price; (ii) the
        Redemption Date; (iii) the place where Warrant Certificates shall be delivered
        and the redemption price paid; and (iv) that the right to exercise the Warrants
        shall terminate at 5:00 p.m. Eastern Time on the Business Day immediately
        preceding the Redemption Date. An affidavit of the Secretary or an Assistant
        Secretary of the Company that notice of redemption has been mailed shall,
        in the
        absence of fraud, be conclusive evidence of the facts stated therein. For
        purposes of this Warrant, a “Business Day” means any day other than a Saturday,
        Sunday or a day on which the New York Stock Exchange or banking institutions
        located in the State of New York are authorized or required by law or other
        governmental action to close.

       

      From
        and
        after the Redemption Date, the Company shall, at the place specified in the
        notice of redemption, upon presentation and surrender to the Company by or
        on
        behalf of the Holder thereof of this Warrant, deliver or cause to be delivered
        to or upon the written order of such holder a sum of cash equal to the
        Redemption Price of each such Warrant. From and after the Redemption Date
        and
        upon the deposit or setting aside by the Company of a sum sufficient to redeem
        all the Warrants called for redemption, such Warrants shall expire and become
        void and all rights hereunder and shall cease, except the right, if any,
        to
        receive payment of the Redemption Price.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      7.  Exchange
        and Replacement of Warrant Certificates.

       

      This
        Warrant Certificate is exchangeable without expense, upon the surrender hereof
        by the registered Holder at the principal executive office of the Company,
        for a
        new Warrant Certificate of like tenor and date representing in the aggregate
        the
        right to purchase the same number of Warrant Shares in such denominations
        as
        shall be designated by the Holder thereof at the time of such
        surrender.

       

      Upon
        receipt by the Company of evidence reasonably satisfactory to it of the loss,
        theft, destruction or mutilation of this Warrant Certificate, and, in case
        of
        loss, theft or destruction, of indemnity or security reasonably satisfactory
        to
        it, and reimbursement to the Company of all reasonable expenses incidental
        thereto, and upon surrender and cancellation of the Warrants, if mutilated,
        the
        Company will make and deliver a new Warrant of like tenor, in lieu thereof
        and
        any such lost, stolen, destroyed or mutilated warrant shall thereupon become
        void.

       

      8.  Elimination
        of Fractional Interests.

       

      The
        Company shall not be required to issue certificates representing fractions
        of
        the shares of Common Stock and shall not be required to issue scrip or pay
        cash
        in lieu of fractional interests, it being the intent of the parties that
        all
        fractional interests shall be eliminated by requiring warrants to be exercised
        in pairs in order to purchase one full share of common stock for the Exercise
        Price.

       

      9.  Rights
        of Warrant Holders.

       

      Nothing
        contained in this Agreement shall be construed as conferring upon the Holder
        any
        rights whatsoever as a stockholder of the Company, either at law or in equity,
        including without limitation, or Holders the right to vote or to consent
        or to
        receive notice as a stockholder in respect of any meetings of stockholders
        for
        the election of directors the right to receive dividends or any other
        matter.

       

      10. Miscellaneous.

       

      10.1 Binding
        Effect; Successors.
        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. All of the obligations of the Company relating to the Common Stock
        issuable upon the exercise of this Warrant shall survive the exercise and
        termination of this Warrant. All of the covenants and agreements of the Company
        shall inure to the benefit of the successors and assigns of the Holder hereof.
        This Warrant shall be for the sole and exclusive benefit of the Holder and
        nothing in this Warrant shall be construed to confer upon any person other
        than
        the Holder any legal or equitable right, remedy or claim hereunder.

       

      10.2 No
        Liability. No
        recourse shall be had for any claim based hereon or otherwise in any manner
        in
        respect hereof, against any incorporator, stockholder, officer or director,
        past, present or future, of the Company or of any predecessor corporation,
        whether by virtue of any constitutional provision or statute or rule of law,
        or
        by the enforcement of any assessment or penalty or in any other manner, all
        such
        liability being expressly waived and released by the acceptance hereof and
        as
        part of the consideration for the issue hereof.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      10.3 No
        Waiver. No
        course
        of dealing between the Company and the Holder hereof shall operate as a waiver
        of any right of any Holder hereof, and no delay on the part of the Holder
        in
        exercising any right hereunder shall so operate.

       

      10.4 Amendments.
        This
        Warrant and any provision hereof may be changed, waived, discharged or
        terminated only by an instrument in writing signed by (a) the party against
        which enforcement of the same is sought or (b) the Company and the holders
        of at
        least a majority of the number of shares into which the Warrants are exercisable
        (without regard to any limitation contained herein on such exercise), it
        being
        understood that upon the satisfaction of the conditions described in (a)
        and (b)
        above, each Warrant (including any Warrant held by the Holder who did not
        execute the agreement specified in (b) above) shall be deemed to incorporate
        any
        amendment, modification, change or waiver effected thereby as of the effective
        date thereof. Notwithstanding the foregoing, no modification to this Section
        10.4 will be effective against any Holder without his consent. Any amendment
        shall be endorsed upon this Warrant, and all future Holders shall be bound
        thereby.

       

      10.5 Notices.
         All
        notices and other communications required or permitted under this Agreement
        shall be sent by registered or certified mail, postage prepaid (if within
        the
        United States of America), overnight courier, confirmed
        facsimile or other electronic transmission or otherwise delivered by hand
        or by
        messenger, addressed (a) if to the Holder, at such older’s
        address
        set forth on the signature page hereto or at such other address as such Holder
        shall have furnished to the Company in writing, (b) if to the Company, at
        its
        offices at: NANOSENSORS, INC.,1475 Veterans Boulevard, Redwood City, CA 94063,
        to the attention of “President” or at such other address as the Company shall
        have furnished to the Holders in writing, or (c) if any transferee or assignee
        of a Holder pursuant to Section 10.1, at such address as such transferee
        or
        assignee shall have furnished to the Company in writing. Each such notice
        or
        other communication shall for all purposes of this Agreement be treated as
        effective or having been received or given, as applicable, (i) when delivered
        if
        delivered personally, (ii) if sent by mail, at the earlier of its receipt
        or
        three Business Days after the registration or certification thereof, (iii)
        if
        sent by overnight courier, one Business Day (two Business Days if notice
        is sent
        from one country to another) after the same has been deposited with a nationally
        recognized courier service, or (iv) when sent by confirmed facsimile or
        other electronic transmission, on the day sent (if a Business Day) if sent
        during normal business hours of the recipient, and if not, then on the next
        Business Day (provided, that such facsimile or other electronic transmission
        is
        followed by delivery via another method permitted by this Section
        10.5)
        and the
        receipt of the facsimile or other electronic transmission can be
        verified.

       

      10.6 Governing
        Law; Consent to Jurisdiction; Waiver of Jury Trial.  This
        Warrant shall be governed in all respects by the laws of the State of New
        York
        without giving effect to the conflicts of laws principles thereof. All suits,
        actions or proceedings arising out of, or in connection with, this Warrant
        or
        the transactions contemplated by this Warrant shall be brought in any federal
        or
        state court of competent subject matter jurisdiction sitting in New York,
        New
        York The Company by execution and delivery of this Warrant and the Holder
        by
        acceptance of this Warrant, expressly and irrevocably (i) consent and
        submit to the personal jurisdiction of any such courts in any such action
        or
        proceeding; (ii) consent to the service of any complaint, summons, notice
        or
        other process relating to any such action or proceeding by delivery thereof
        to
        such party as set forth in Section 10.5 hereof; and (iii) waive any claim
        or
        defense in any such action or proceeding based on any alleged lack of personal
        jurisdiction, improper venue, forum
        non conveniens
        or any
        similar basis. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      WAIVER
        OF JURY TRIAL. THE
        COMPANY BY EXECUTION AND DELIVERY OF THIS WARRANT AND THE HOLDER BY ACCEPTANCE
        OF THIS WARRANT
        WAIVE TRIAL
        BY JURY IN ANY ACTION OR PROCEEDING INVOLVING ANY MATTER (WHETHER SOUNDING
        IN
        TORT, CONTRACT, FRAUD OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING
        TO
        THIS AGREEMENT.

       

      10.7 Headings.
        The
        headings of the Sections of this Warrant are inserted for convenience only
        and
        shall not be deemed to constitute a part of this Warrant.

       

      IN
        WITNESS WHEREOF, NANOSENSORS, INC.
        has
        caused this Warrant to be executed in its corporate name by its officer,
        and its
        seal to be affixed hereto.

       

      Dated:
        January 16, 2008

       

      NANOSENSORS,
        INC.

       

      By:________________________

      Name:
        Robert Baron

      Title:
        Interim President and CEO 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      WARRANT
        EXERCISE FORM

       

      TO:
        NANOSENSORS,
        INC.

      Attention:
        President

      _______________________
_______________________


       

      The
        undersigned Holder hereby irrevocably elects to exercise the right to
        purchase_______________ shares of Common Stock covered by this Warrant according
        to the conditions hereof and herewith makes full payment of the Exercise
        Price
        of such shares.

       

      The
        undersigned, by marking the box following this sentence, indicates his or
        her
        intention to exercise this Warrant on a cashless basis in accordance with
        the
        terms of this Warrant: □

       

      Kindly
        deliver to the undersigned a certificate representing the Shares.

       

      INSTRUCTIONS
        FOR DELIVERY

       

      Name:
        _____________________________________       

      (please
        typewrite or print in block letters)

       

      Address:
        ___________________________________

                      
        ___________________________________

       

       

      Tax
        I.D.
        No. or Social Security No.: 

       

      Dated:
        ______________

       

      _________________

      Signature

      


      STATE
        OF  ___________ )

                                                      
        )
        ss:

      COUNTY
        OF) _________  )

       

      On
        this
        _________day
        of _______________________________________________,
        before
        me personally came____________________,
        to me
known,
        who being by me duly sworn, did depose and say that he resides at 
_______________________________________________,
        that he
        is the holder of the foregoing instrument and that he executed such instrument
        and duly acknowledged to me that he executed the same.

       

      ______________________

      Notary
        Public

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FORM
        OF ASSIGNMENT

       

      (To
        be
        executed by the registered holder if such holder

       

      desires
        to transfer the Warrant Certificate.)

       

      FOR
        VALUE RECEIVED,
        the
        undersigned hereby sells, assigns
        and transfers unto

       

      
        
          

        
(Please print name and address of transferee)

       

      this
        Warrant Certificate, together with all right, title and interest therein,
        and
        does hereby irrevocably constitute and
        appoint _____________________,
        Attorney, to transfer the within Warrant Certificate on the books of
        NANOSENSORS, INC., with full power of substitution.

       

       

      
        	Dated:	Signature: 
	 	 
	 	___________________________
	 	___________________________ 
	 	
                (Signature
                  must conform in all respects 

                to
                  name of holder as specified on the 

                face
                  of the Warrant Certificate)

              
	 	 
	 	 
	___________________________	 
	___________________________	 
	
                (Insert
                  Social Security or Other

                Identifying
                  Number of Assignee)

              	 


      

      
         

        STATE
          OF  ___________ )

                                                        
          )
          ss:

        COUNTY
          OF) _________  )

         

        On
          this
          _________day
          of _______________________________________________,
          before
          me personally came____________________,
          to me
known,
          who being by me duly sworn, did depose and say that he resides at 
_______________________________________________,
          that he
          is the holder of the foregoing instrument and that he executed such instrument
          and duly acknowledged to me that he executed the same.

         

        ______________________

        Notary
          Public