**EXHIBIT
      10.60**




Schedule
      Prepared in Accordance with Instruction 2 to Item 601 of Regulation
      S-K




The
      warrants to purchase shares of Common Stock are substantially identical in
      all
      material respects except as to the warrantholder and the number of
      shares.




**Name**
            **Warrants**Sam
                Belzberg
            16,968Clyde
                J. Berg, as trustee of the
              Clyde
                J. Berg Trust utd 4/4/95
            13,574Neal
                Goldman
            33,936Edward
                F. Heil
            118,778Iroquois
                Master Fund Ltd.
            10,181Kuekenhof
                Equity Fund, L.P.
            16,968Levene
                Ass. A Partnership
            8,484Susan
                Moffitt
            1,696Wallace
                L. Mossop III as trustee of the
              Wallace
                L. Mossop III Trust dtd 2/3/00
            8,484Nite
                Capital, L.P.
            13,574RAQ,
                LLC
            16,968Wilson
                G. & Ellen M. Saville, JTWROS
            8,484Martin
                Solomon
            16,968TCMP3
                Partners
            20,100Thomas
                Vantine Hart, IRA
            1,696.83Louise
                B. Sheaffer, IRA
            678.73Elisabeth
                A. Darlington, Trustee of
              the
                Elizabeth A. Darlington Trust
            1,696.83Foundation
                Partners I, LLC
            8,376.82Marima
                Petroula
            6,787.33Lester
                M. Wheeler, Jr.
            203.62Joy
                Mease
            678.73Kenneth
                & Bridget Mullin
            678.73Norbet
                Stein
            6,787.33Dolphin
                Direct Equity Partners LP
            16,968.33Kevin
                and Denise Donohue
            339.37Kim
                Davis
            6,787.33Marty
                and Barbara Olsen
            3,393.67M.
                Robert Carroll, Trustee of
              the
                Carroll Family Trust
            3,393.67Mark
                Mitchell
            6,787.33Cathrine
                M. Taylor, SEP IRA
            385.85Barry
                L. Bennett, SEP IRA
            536.20







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 NESTOR, INC. THAT SUCH REGISTRATION IS NOT
      REQUIRED.




Right
      to
      Purchase 16,968 Shares of Common Stock of Nestor, Inc. (subject to adjustment
      as
      provided herein)





**COMMON
      STOCK PURCHASE WARRANT**




No.
                  2006-1
              Issue
                  Date: January 31, 2006


NESTOR,
      INC., a corporation organized under the laws of the State of Delaware (the
      " **Company** "),
      hereby certifies that, for value received, Sam Belzberg, 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 January 31, 2009 (three (3) years
      after the Issue Date) (the “ **Expiration
      Date** ”),
      up to
      16,968 fully paid and nonassessable shares of Common Stock (as hereinafter
      defined), $.01 par value per share, of the Company, at the Purchase Price (as
      defined below). The number and character of such shares of Common Stock and
      the
      Purchase Price are subject to adjustment as provided herein. Capitalized terms
      used but not otherwise defined shall have them in the Securities Purchase
      Agreement dated the date hereof by and among the Company and the Investors
      named
      therein, including Holder.





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





(a) The
      term
“Company” shall include Nestor, Inc. and any corporation which shall succeed or
      assume the obligations of Nestor, Inc. hereunder.





(b) The
      term
      "Common Stock" includes (a) the Company's Common Stock, $.01 par value per
      share, as authorized on the date of the Securities Purchase Agreement referred
      to in Section 9 hereof, 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
      "Purchase Price" shall mean $4.91.





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
      hereof shall be entitled to receive, upon exercise of this Warrant in whole
      in
      accordance with the terms of subsection 1.2 or upon exercise of this Warrant
      in
      part in accordance with subsection 1.3, shares of Common Stock of the Company,
      subject to adjustment pursuant to Section 4.




2





1.2. Full
      Exercise .
      This
      Warrant may be exercised in full by the holder hereof by delivery of an original
      or fax copy of the form of subscription attached as Exhibit A hereto (the
“ **Subscription
      Form** ")
      duly
      executed by such Holder, to the Company at its principal office or at the office
      of its warrant agent (as provided hereinafter), accompanied by payment, in
      cash,
      wire transfer, or by certified or official bank check payable to the order
      of
      the Company, in the amount obtained by multiplying the number of shares of
      Common Stock for which this Warrant is then exercisable by the Purchase Price
      then in effect.





1.3. Partial
      Exercise .
      This
      Warrant may be exercised in part (but not for a fractional share) by surrender
      of this Warrant in the manner and at the place provided in subsection 1.2 except
      that the amount payable by the holder on such partial exercise shall be the
      amount obtained by multiplying (a) the number of shares of Common Stock
      designated by the holder in the Subscription Form by (b) the Purchase Price
      then
      in effect. On any such partial exercise, the Company, at its expense, will
      forthwith issue and deliver to or upon the order of the holder hereof a new
      Warrant of like tenor, in the name of the holder hereof or as such holder (upon
      payment by such holder of any applicable transfer taxes) may request, the number
      of shares of Common Stock for which such Warrant may still be
      exercised.





1.4. 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 System or the NASDAQ SmallCap Market, then the average closing
      or last sale price, respectively, reported for the ten business days immediately
      preceding the Determination Date.





(b) If
      the
      Company's Common Stock is not traded on an exchange or on the NASDAQ National
      Market System 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 ten business days immediately preceding the Determination
      Date.





(c) 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 standing 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.





1.5. Company
      Acknowledgment .
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the holder hereof acknowledge in writing its continuing obligation to afford
      to
      such holder any rights to which such holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such holder any such rights.





1.6. Trustee
      for Warrant Holders .
      In the
      event that a bank or trust company shall have been appointed as trustee for
      the
      Company pursuant to Subsection 3.2, such bank or trust company shall have all
      the powers and duties of a warrant agent (as hereinafter described) and shall
      accept, in its own name for the account of the Company or such successor person
      as may be entitled thereto, all amounts otherwise payable to the Company or
      such
      successor, as the case may be, on exercise of this Warrant pursuant to this
      Section 1.




3





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 hereof 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 7 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 hereof, 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. Payment
      of Purchase Price.





(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 Purchase 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.





(b) Notwithstanding
      any provisions herein to the contrary, if the Fair Market Value of one share
      of
      Common Stock is greater than the Purchase 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 cancelled) by surrender of this Warrant at the
      principal office of the Company together with the properly endorsed Subscription
      Form 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= Purchase
      Price (as adjusted to the date of such calculation)




4





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, upon 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. 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.





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 Purchase Price shall, simultaneously with the happening of
      such
      event, be adjusted by multiplying the then Purchase 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 Purchase Price then in effect.
      The
      Purchase 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 or decreased 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 Purchase Price that would otherwise (but for
      the
      provisions of this Section 4) be in effect, and (b) the denominator is the
      Purchase 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 Purchase 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).




5





6. Reservation
      of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements .
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Warrant, all shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the Warrant. This
      Warrant entitles the holder hereof to receive copies of all financial and other
      information distributed or required to be distributed to the holders of the
      Company's Common Stock.





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 federal 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.





8. 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.





9. Registration
      Rights .
      The
      Holder of this Warrant has been granted certain registration rights by the
      Company. These registration rights are set forth in a Securities Purchase
      Agreement entered into by the Company and the Investors, including the Holder.





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.




6




13. 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 Delaware or Rhode Island or in the federal courts located in the
      State
      of Delaware or the Sate of Rhode Island. 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]


7





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





NESTOR,
                INC.By:
            /s/
                William B. DanzellWilliam
                B. Danzell
              Chief
                Executive Officer and President







Witness:/s/
                Mary Ann Branin




8


**Exhibit
      A**


**to
      Warrant**





FORM
      OF
      SUBSCRIPTION


(To
      be
      signed only on exercise of Warrant)





TO:
      Nestor, Inc.





The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.________), hereby irrevocably elects to purchase (check applicable
      box):




shares
                  of the Common Stock covered by such Warrant; orthe
                  maximum number of shares of Common Stock covered by such Warrant
                  pursuant
                  to the cashless exercise procedure set forth in Section
                  2.


The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant, which is $_______________.
      Such payment takes the form of (check applicable box or boxes):





$
            in
                lawful money of the United States;
                and/or





the
                cancellation of such portion of the attached Warrant as is exercisable
                for
                a total of ___________shares of Common Stock (using a Fair Market
                Value of
                $______ per share for purposes of this calculation);
                and/or





the
                cancellation of such number of shares of Common Stock as is necessary,
                in
                accordance with the formula set forth in Section 2, to exercise this
                Warrant with respect to the maximum number of shares of Common Stock
                purchaseable pursuant to the cashless exercise procedure set forth
                in
                Section 2.





The
                undersigned requests that the certificates for such shares be issued
                in
                the name of, and delivered towhose
                address is







The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the "Securities Act") or pursuant to an exemption from registration
      under the Securities Act.





Dated:(Signature
                must conform to name of holder as specified on the face of the
                Warrant(Address)




9


**Exhibit
      B**


**to
      Warrant**





FORM
      OF
      TRANSFEROR ENDORSEMENT


(To
      be
      signed only on transfer of Warrant)





For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading "Transferees" the right represented
      by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of Nestor, Inc. to which the within Warrant relates specified under the
      headings "Percentage Transferred" and "Number Transferred," respectively,
      opposite the name(s) of such person(s) and appoints each such person Attorney
      to
      transfer its respective right on the books of Nestor, Inc. with full power
      of
      substitution in the premises.




Transferees
                Percentage
                    Transferred
                Number
                    Transferred




Dated:(Signature
                must conform to name of holder as specified on the face of the
                warrant)







Signed
                in the presence of:(Name)
            
            (address)







ACCEPTED
                AND AGREED:[TRANSFEREE](Name)







10