Unassociated Document


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
      OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
      PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION
      FROM
      REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
      IS
      AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

    


    AN
      INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST
      RELY
      ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.
      

    


    


    
      	Warrant to Purchase 	 	Warrant Number______________
	_______shares 	 	 


    

     

    Warrant
      to Purchase Common Stock

    of

    BIOMETRX,
      INC.

    


    THIS
      CERTIFIES that     ,
      ___________________or
      any
      subsequent holder hereof ("Holder") has the right to purchase from BIOMETRX,
      INC.,
      a
      Delaware corporation, (the
      "Company"), up to _________
      (_____) fully
      paid and nonassessable shares, of the Company's common stock, $0.001 par value
      per share ("Common Stock"), subject to adjustment as provided herein, at a
      price
      equal to the Exercise Price as defined in Section 3 below, at any time during
      the Term (as defined below). 

    


    Holder
      agrees with the Company that this Warrant to Purchase Common Stock of the
      Company (this “Warrant” or this “Agreement”) is issued and all rights hereunder
      shall be held subject to all of the conditions, limitations and provisions
      set
      forth herein.

    


    1. Date
      of Issuance and Term.

    


    This
      Warrant shall be deemed to be issued on December 28, 2006 (“Date of Issuance”).
      The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m.,
      New York City time, on the date that is five (5) years after the Date of
      Issuance (the “Term”). This Warrant was issued in conjunction with the issuance
      of senior secured convertible debentures (the “Debentures”) of the Company to
      the Holder pursuant to the terms of the Securities Purchase Agreement
      (“Securities Purchase Agreement”) and the Registration Rights Agreement
      (“Registration Rights Agreement”) by and between the Company and Holder dated on
      or about December 28, 2006. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notwithstanding
      anything to the contrary herein, the applicable portion of this Warrant shall
      not be exercisable during any time that, and only to the extent that, the number
      of shares of Common Stock to be issued to Holder upon such exercise, when added
      to the number of shares of Common Stock, if any, that the Holder otherwise
      beneficially owns (outside of this Warrant, and not including any other warrants
      or securities of Holder’s having a provision substantially similar to this
      paragraph) at the time of such exercise, would exceed 4.99% of the number of
      shares of Common Stock then outstanding, as determined in accordance with
      Section 13(d) of the Exchange Act (the “4.99% Beneficial Ownership Limitation”).
      The 4.99% Beneficial Ownership Limitation shall be conclusively satisfied if
      the
      applicable Exercise Notice includes a signed representation by the Holder that
      the issuance of the shares in such Exercise Notice will not violate the 4.99%
      Limitation, and the Company shall not be entitled to require additional
      documentation of such satisfaction.

    


    Notwithstanding
      the above, in the event that the Company receives any purchase, tender or
      exchange offer or any offer to enter into a merger with another entity whereby
      the Company shall not be the surviving entity (an “Offer”), then “4.99%” shall
      be automatically revised immediately after such offer to read “9.99%” each place
      it occurs in this Section 1. In addition, the 4.99% Beneficial Ownership
      Limitation provisions of this Section 1 may be waived by such Holder, at the
      election of such Holder, upon not less than 61 days’ prior notice to the
      Company, to change the 4.99% Beneficial Ownership Limitation to 9.99% of the
      number of shares of the Common Stock outstanding immediately after giving effect
      to the issuance of shares of Common Stock upon exercise of the Warrants held
      by
      the Holder and the provisions of this Section 1 shall continue to apply. The
      limitations on exercise set forth in this subsection are referred to as the
      “Beneficial Ownership Limitations.” Upon such a change by a Holder of the
      Beneficial Ownership Limitations from such 4.99% limitation to such 9.99%
      limitation, the Beneficial Ownership Limitations may not be further waived
      by
      such Holder. The provisions of this paragraph shall be construed and implemented
      in a manner otherwise than in strict conformity with the terms of this Section
      1
      to correct this paragraph (or any portion hereof) which may be defective or
      inconsistent with the intended Beneficial Ownership Limitation herein contained
      or to make changes or supplements necessary or desirable to properly give effect
      to such limitation. 

    


    Notwithstanding
      the above, Holder shall retain the option to either exercise or not exercise
      its
      option(s) to acquire Common Stock pursuant to the terms hereof after an Offer,
      and, in the event of a cash exercise following a tender offer, the Exercise
      Price per share that would otherwise be due shall instead be offset against
      the
      tender price per share to be received by the Holder, provided, however, that
      in
      the event a tender offer is not completed, Holder, at its option may either
      (i)
      complete any Exercise that was initiated after the Offer by promptly paying
      to
      the Company the Exercise Price that would have been due at the time the Warrant
      was Exercised, or (ii) cancel such exercise by providing written notice to
      the
      Company, in which case such Exercise shall be deemed void ad
      initio.

     

     Maximum
      Exercise of Rights.
      In the
      event the Holder notifies the Company that the exercise of the rights described
      herein would result in the issuance of an amount of Common Stock of the Company
      that would exceed the maximum amount that may be issued to a Holder calculated
      in the manner described above, then the issuance of such additional shares
      of
      Common Stock of the Company to such Holder will be deferred in whole or in
      part
      until such time as such Holder is able to beneficially own such Common Stock
      without exceeding the maximum amount set forth calculated in the manner
      described in herein. The determination of when such Common Stock may be issued
      shall be made by each Holder as to only such Holder. 

    


    
      
        
        

      

      
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    2. Exercise.

    


    (a)
      Manner of Exercise. During
      the Term, this
      Warrant may be exercised as to all or any lesser number of full shares of Common
      Stock covered hereby (the “Warrant Shares” or the “Shares”) upon surrender of
      this Warrant, with the Exercise Form attached hereto as Exhibit
      A
      (the
“Exercise Form”) duly completed and executed, together with the full Exercise
      Price (as defined below, which may be satisfied by either a Cash Exercise or
      a
      Cashless Exercise, as each is defined below) for each share of Common Stock
      as
      to which this Warrant is exercised, at the office of the Company, bioMETRX,
      Inc.; 500
      North
      Broadway, Suite 204; Jericho, NY 11753; Phone: 516-937-2828; Fax:
      516-937-2880, or
      at
      such other office or agency as the Company may designate in writing, by
      overnight mail, with an advance copy of the Exercise Form sent to the Company
      and its Transfer Agent by facsimile (such surrender and payment of the Exercise
      Price hereinafter called the "Exercise” of this Warrant).

     

    (b)
      Date of Exercise. The
      "Date
      of Exercise" of the Warrant shall be defined as the date that the advance copy
      of the completed and executed Exercise Form is sent by facsimile to the Company,
      provided that the original Warrant and Exercise Form are received by the Company
      and the Exercise Price is satisfied, each as soon as practicable thereafter.
      Alternatively, the Date of Exercise shall be defined as the date the original
      Exercise Form is received by the Company, if Holder has not sent advance notice
      by facsimile. 

    


    (c)
      Delivery of Common Stock Upon Exercise.
      Within
      three (3) business days after any Date of Exercise (the "DELIVERY PERIOD"),
      the
      Company shall issue and deliver (or cause its Transfer Agent so to issue and
      deliver) in accordance with the terms hereof to or upon the order of the Holder
      that number of shares of Common Stock (“Exercise Shares”) for the portion of
      this Warrant converted as shall be determined in accordance herewith. Upon
      the
      Exercise of this Warrant or part thereof, the Company shall, at its own cost
      and
      expense, take all necessary action, including obtaining and delivering, an
      opinion of counsel to assure that the Company's transfer agent shall issue
      stock
      certificates in the name of Holder (or its nominee) or such other persons as
      designated by Holder and in such denominations to be specified at exercise
      representing the number of shares of common stock issuable upon such exercise.
      The Company warrants that no instructions other than these instructions have
      been or will be given to the transfer agent of the Company's Common Stock and
      that, unless waived by the Holder, the Exercise Shares will be free-trading,
      and
      freely transferable, and will not contain a legend restricting the resale or
      transferability of the Exercise Shares if the Unrestricted Conditions (as
      defined below) are met.

    


    (d) Delivery
      Failure. In
      addition to any other remedies which may be available to the Holder, in the
      event that the Company fails for any reason to effect delivery of the Exercise
      Shares by the end of the Delivery Period (a “Delivery Failure”), the Holder will
      be entitled to revoke all or part of the relevant Notice of Exercise by delivery
      of a notice to such effect to the Company whereupon the Company and the Holder
      shall each be restored to their respective positions immediately prior to the
      delivery of such notice, except that the liquidated damages described above
      shall be payable through the date notice of revocation or rescission is given
      to
      the Company.

    


    
      
        
        

      

      
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    (e)
       Legends. 

    


    (i)
      Restrictive
      Legend.
      The
      Holder understands that the Warrant and, until such time as Exercise Shares
      have
      been registered under the 1933 Act as contemplated by the Registration Rights
      Agreement or otherwise may be sold pursuant to Rule 144 or Rule 144(k) under
      the
      1933 Act without any restriction as to the number of securities as of a
      particular date that can then be immediately sold, the Exercise Shares may
      bear
      a restrictive legend in substantially the following form (and a stop-transfer
      order may be placed against transfer of the certificates for such
      securities):

    


    "The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, or applicable state securities laws. The
      securities may not be sold, transferred or assigned in the absence of an
      effective registration statement for the securities under said Act, or an
      opinion of counsel, in form, substance and scope reasonably satisfactory to
      counsel to the Company, that registration is not required under said Act or
      unless sold pursuant to Rule 144 under said Act."

    


    (ii)
      Removal
      of Restrictive Legends.
      Certificates evidencing the Exercise Shares shall not contain any legend
      restricting the transfer thereof (including the legend set forth above in
      subsection 2(e)(i)): (i) while a registration statement (including the
      Registration Statement described the Registration Rights Agreement) covering
      the
      resale of such security is effective under the Securities Act, or (ii) following
      any sale of such Exercise Shares pursuant to Rule 144, or (iii) if such Exercise
      Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not
      required under applicable requirements of the Securities Act (including judicial
      interpretations and pronouncements issued by the staff of the Commission)
      (collectively, the “Unrestricted Conditions”). The Company shall cause its
      counsel to issue a legal opinion to the Company’s transfer agent promptly after
      the Effective Date if required by the Company’s transfer agent to effect the
      issuance of Exercise Shares without a restrictive legend or removal of the
      legend hereunder. If the Unrestricted Conditions are met at the time of issuance
      of Exercise Shares, then such Exercise Shares shall be issued free of all
      legends. The Company agrees that following the Effective Date or at such time
      as
      the Unrestricted Conditions are met or such legend is otherwise no longer
      required under this Section 2(e), it will, no later than three (3) Trading
      Days
      following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder
      to the Company or the Company’s transfer agent of a certificate representing
      Exercise Shares, as applicable, issued with a restrictive legend (such third
      Trading Day, the “Legend
      Removal Date”),
      deliver or cause to be delivered to such Holder a certificate (or electronic
      transfer) representing such shares that is free from all restrictive and other
      legends. 

    


    
      
        
        

      

      
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    (iii)  Sale
      of Unlegended Shares.
      Holder
      agrees that the removal of the restrictive legend from certificates representing
      Securities as set forth in this Section 2(e)(i) above is predicated upon the
      Company’s reliance that the Holder will sell any Exercise Shares pursuant to
      either the registration requirements of the Securities Act, including any
      applicable prospectus delivery requirements, or an exemption therefrom, and
      that
      if Securities are sold pursuant to a Registration Statement, they will be sold
      in compliance with the plan of distribution set forth therein. 

    


    (f)
      Cancellation of Warrant. This
      Warrant shall be canceled upon the full Exercise of this Warrant, and, as soon
      as practical after the Date of Exercise, Holder shall be entitled to receive
      Common Stock for the number of shares purchased upon such Exercise of this
      Warrant, and if this Warrant is not exercised in full, Holder shall be entitled
      to receive a new Warrant (containing terms identical to this Warrant)
      representing any unexercised portion of this Warrant in addition to such Common
      Stock. 

    


    (g)
      Holder of Record. Each
      person in whose name any Warrant for shares of Common Stock is issued shall,
      for
      all purposes, be deemed to be the Holder of record of such shares on the Date
      of
      Exercise of this Warrant, irrespective of the date of delivery of the Common
      Stock purchased upon the Exercise of this Warrant. Nothing in this Warrant
      shall
      be construed as conferring upon Holder any rights as a stockholder of the
      Company.

    


    (h) Delivery
      Of Electronic Shares.
      In lieu
      of delivering physical certificates representing the Common Stock issuable
      upon
      exercise or legend removal, provided the Company’s Transfer Agent is
      participating in the Depository Trust Company ("DTC") Fast Automated Securities
      Transfer ("FAST") program, upon written request of the Holder, the Company
      shall
      use its best efforts to cause its Transfer Agent to electronically transmit
      the
      Common Stock issuable upon exercise to the Holder by crediting the account
      of
      the Holder's Prime Broker with DTC through its Deposit Withdrawal Agent
      Commission ("DWAC") system. The time periods for delivery and penalties
      described herein shall apply to the electronic transmittals described
      herein.

    


    (i)
      Buy-In.
      In
      addition to any other rights available to the Holder, if the Company fails
      to
      cause its transfer agent to transmit to the Holder a certificate or certificates
      representing the Exercise Shares pursuant to an exercise on or before the
      Warrant Share Delivery Date, and if after such date the Holder is required
      by
      its broker to purchase (in an open market transaction or otherwise) or the
      Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in
      satisfaction of a sale by the Holder of the Exercise Shares which the Holder
      anticipated receiving upon such exercise (a “Buy-In”),
      then
      the Company shall (1) pay in cash to the Holder the amount by which (x) the
      Holder’s total purchase price (including brokerage commissions, if any) for the
      shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of Exercise Shares that the Company was required
      to
      deliver to the Holder in connection with the exercise at issue times (B) the
      price at which the sell order giving rise to such purchase obligation was
      executed, and (2) at the option of the Holder, either reinstate the portion
      of
      the Warrant and equivalent number of Exercise Shares for which such exercise
      was
      not honored or deliver to the Holder the number of shares of Common Stock that
      would have been issued had the Company timely complied with its exercise and
      delivery obligations hereunder. For example, if the Holder purchases Common
      Stock having a total purchase price of $11,000 to cover a Buy-In with respect
      to
      an attempted exercise of shares of Common Stock with an aggregate sale price
      giving rise to such purchase obligation of $10,000, under clause (1) of the
      immediately preceding sentence the Company shall be required to pay the Holder
      $1,000. The Holder shall provide the Company written notice indicating the
      amounts payable to the Holder in respect of the Buy-In, together with applicable
      confirmations and other evidence reasonably requested by the Company. Nothing
      herein shall limit a Holder’s right to pursue any other remedies available to it
      hereunder, at law or in equity including, without limitation, a decree of
      specific performance and/or injunctive relief with respect to the Company’s
      failure to timely deliver certificates representing shares of Common Stock
      upon
      exercise of the Warrant as required pursuant to the terms hereof.

    


    
      
        
        

      

      
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    3. Payment
      of Warrant Exercise Price.

    


    (a)
      Exercise Price.
      The
      Exercise Price (“Exercise Price”) shall initially equal $1.00
      per
      share (the “Initial Exercise Price”), subject to adjustment pursuant to the
      terms hereof, including but not limited to Section 5 below. 

    


    Payment
      of the Exercise Price may be made by either of the following, or a combination
      thereof, at the election of Holder:

    


    (i) Cash
      Exercise: cash,
      bank or cashiers check or wire transfer (a “Cash Exercise”); or

    


    (ii) Cashless
      Exercise: surrender
      of this Warrant at the principal office of the Company together with notice
      of
      cashless election, in which event the Company shall issue Holder a number of
      shares of Common Stock computed using the following formula (a “Cashless
      Exercise”):

    


    X
      = Y
      (A-B)/A

    


    where: X
      = the
      number of shares of Common Stock to be issued to Holder.

    


    Y
      = the
      number of shares of Common Stock for which this Warrant is being exercised.

    


    A
      = the
      Market Price of one (1) share of Common Stock (for purposes of this Section
      3(ii), where "MARKET PRICE," as of any date, means the Volume Weighted Average
      Price (as defined herein) of the Company’s Common Stock during the five (5)
      consecutive trading day period immediately preceding the date in
      question.

    


    B
      = the
      Exercise Price.

    


    As
      used
      herein, the "VOLUME WEIGHTED AVERAGE PRICE" for any security as of any date
      means the volume weighted average sale price on the Over the Counter Electronic
      Bulletin Board (the “OTC-BB”) as reported by, or based upon data reported by,
      Bloomberg Financial Markets or an equivalent, reliable reporting service
      mutually acceptable to and hereafter designated by holders of a majority in
      interest of the Warrants and the Company ("BLOOMBERG") or, if the OTC-BB is
      not
      the principal trading market for such security, the volume weighted average
      sale
      price of such security on the principal securities exchange or trading market
      where such security is listed or traded as reported by Bloomberg, or, if no
      volume weighted average sale price is reported for such security, then the
      last
      closing trade price of such security as reported by Bloomberg, or, if no last
      closing trade price is reported for such security by Bloomberg, the average
      of
      the bid prices of any market makers for such security that are listed in the
      "pink sheets" by the National Quotation Bureau, Inc. If the Volume Weighted
      Average Price cannot be calculated for such security on such date in the manner
      provided above, the volume weighted average price shall be the fair market
      value
      as mutually determined by the Company and the holders of a majority in interest
      of the Warrants being exercised for which the calculation of the volume weighted
      average price is required in order to determine the Exercise Price of such
      Warrants. "TRADING DAY" shall mean any day on which the Common Sock is traded
      for any period on the OTC-BB, or on the principal securities exchange or other
      securities market on which the Common Stock is then being traded. 

    


    
      
        
        

      

      
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    For
      purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended,
      understood and acknowledged that the Common Stock issuable upon exercise of
      this
      Warrant in a cashless exercise transaction shall be deemed to have been acquired
      at the time this Warrant was issued. Moreover, it is intended, understood and
      acknowledged that the holding period for the Common Stock issuable upon exercise
      of this Warrant in a cashless exercise transaction shall be deemed to have
      commenced on the date this Warrant was issued. 

    


    (b)
      Dispute
      Resolution.
      In the
      case of a dispute as to the determination of the closing price or the Volume
      Weighted Average Price of the Common Stock or the arithmetic calculation of
      the
      Exercise Price, Market Price or any Redemption Price, the Company shall submit
      the disputed determinations or arithmetic calculations via facsimile within
      two
      (2) Business Days of receipt, or deemed receipt, of the Exercise Notice or
      Redemption Notice or other event giving rise to such dispute, as the case may
      be, to the Holder. If the Holder and the Company are unable to agree upon such
      determination or calculation within two (2) Business Days of such disputed
      determination or arithmetic calculation being submitted to the Holder, then
      the
      Company shall, within two (2) Business 

    Days
      submit via facsimile (a) the disputed determination of the closing price or
      the
      Volume Weighted Average Price of the Common Stock to an independent, reputable
      investment bank selected by the Company and approved by the Holder or (b) the
      disputed arithmetic calculation of the Exercise Price, Market Price or any
      Redemption Price to the Company’s independent, outside accountant. The Company,
      at the Company’s expense, shall cause the investment bank or the accountant, as
      the case may be, to perform the determinations or calculations and notify the
      Company and the Holder of the results no later than five (5) Business Days
      from
      the time it receives the disputed determinations or calculations. Such
      investment bank’s or accountant’s determination or calculation, as the case may
      be, shall be binding upon all parties absent demonstrable error.

    


    4. Transfer
      and Registration.

    


    (a)
      Transfer
      Rights. Subject
      to the provisions of Section 8 of this Warrant, this Warrant may be transferred
      on the books of the Company, in whole or in part, in person or by attorney,
      upon
      surrender of this Warrant properly completed and endorsed. This Warrant shall
      be
      canceled upon such surrender and, as soon as practicable thereafter, the person
      to whom such transfer is made shall be entitled to receive a new Warrant or
      Warrants as to the portion of this Warrant transferred, and Holder shall be
      entitled to receive a new Warrant as to the portion hereof retained.


    


    
      
        
        

      

      
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    (b)
      Registrable
      Securities. The
      Common Stock issuable upon the exercise of this Warrant has registration rights
      pursuant to that certain Registration Rights Agreements between the Company
      and
      the Holder dated even herewith.

    


    5. Anti-Dilution
      Adjustments; Additional Adjustments; Purchase Rights.

    


    (a) Participation.
      The
      Holder, as the holder of this Warrant, shall be entitled to receive such
      dividends paid and distributions of any kind made to the holders of Common
      Stock
      of the Company to the same extent as if the Holder had Exercised this Warrant
      into Common Stock (without regard to any limitations on exercise herein or
      elsewhere and without regard to whether or not a sufficient number of shares
      are
      authorized and reserved to effect any such exercise and issuance) and had held
      such shares of Common Stock on the record date for such dividends and
      distributions. Payments under the preceding sentence shall be made concurrently
      with the dividend or distribution to the holders of Common Stock. 

    


    (b)
       Recapitalization
      or Reclassification. If
      the
      Company shall at any time effect a recapitalization, reclassification or other
      similar transaction of such character that the shares of Common Stock shall
      be
      changed into or become exchangeable for a larger or smaller number of shares,
      then upon the effective date thereof, the number of shares of Common Stock
      which
      Holder shall be entitled to purchase upon Exercise of this Warrant shall be
      increased or decreased, as the case may be, in direct proportion to the increase
      or decrease in the number of shares of Common Stock by reason of such
      recapitalization, reclassification or similar transaction, and the Exercise
      Price shall be, in the case of an increase in the number of shares,
      proportionally decreased and, in the case of decrease in the number of shares,
      proportionally increased. The Company shall give Holder the same notice it
      provides to holders of Common Stock of any transaction described in this Section
      5(b).

    


    (c) Notice
      of Consolidation
      or Merger. In
      the
      event of a Major Transaction (as defined below) is approved in writing by the
      Holder (a “Permissible Major Transaction”) and occurs, then this Warrant shall
      be exerciseable into such class and type of securities or other assets as Holder
      would have received had Holder exercised this Warrant immediately prior to
      such
      Permissible Major Transaction; provided, however, that Company shall provided
      the Holder with at least thirty (30) business days advance notice to Holder
      before effecting any Permissible Major Transaction.

     

    (d) Exercise
      Price Adjusted. As
      used
      in this Warrant, the term "Exercise Price" shall mean the purchase price per
      share specified in Section 3 of this Warrant, until the occurrence of an event
      stated this Section 5 or otherwise set forth in this Warrant, and thereafter
      shall mean said price as adjusted from time to time in accordance with the
      provisions of said subsection. No such adjustment under this Section 5 shall
      be
      made unless such adjustment would change the Exercise Price at the time by
      $.01
      or more; provided, however, that all adjustments not so made shall be deferred
      and made when the aggregate thereof would change the Exercise Price at the
      time
      by $.01 or more. No adjustment made pursuant to any provision of this Section
      5
      shall have the net effect of increasing the Exercise Price in relation to the
      split adjusted and distribution adjusted price of the Common Stock.


     

    
      
        
        

      

      
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    (e) Adjustments:
      Additional Shares, Securities or Assets. In
      the
      event that at any time, as a result of an adjustment made pursuant to this
      Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become
      entitled to receive shares and/or other securities or assets (other than Common
      Stock) then, wherever appropriate, all references herein to shares of Common
      Stock shall be deemed to refer to and include such shares and/or other
      securities or assets; and thereafter the number of such shares and/or other
      securities or assets shall be subject to adjustment from time to time in a
      manner and upon terms as nearly equivalent as practicable to the provisions
      of
      this Section 5. 

     

    (f)
      Adjustment of Exercise Price Due to Share Issuances (MFN).
      So long
      as any of the Warrants are outstanding, if the Company shall issue, sell, or
      grant or agree to issue, sell or grant (A) any shares of Common Stock, (B)
      any
      option, warrant, debt or security that is convertible or exchangeable into
      Common Stock, at a price per share that is less than the Exercise Price in
      effect at the time of such issue (each, a “Dilutive Issuance”), then, and
      thereafter successively upon each such issue, the Exercise Price shall be
      reduced (an “MFN Adjustment”) to such other lower issue price (the “MFN
      Adjustment Price”). For purposes of this adjustment, the issuance of any
      security carrying the right to convert such security into shares of Common
      Stock
      or of any warrant, right or option to purchase Common Stock shall result in
      an
      adjustment to the Exercise Price upon the issuance of the above-described
      security and again upon any adjustment to the Exercise Price of such securities
      (which shall result in an adjustment of the Exercise Price to an effective
      price
      per share equal to the lesser of the existing Exercise Price and the then
      current exercise price of such securities) and upon the issuance of shares
      of
      Common Stock upon exercise of such exercise or purchase rights if such issuance
      is at a price lower than the then applicable Exercise Price (which shall result
      in an adjustment of the Exercise Price to a price equal to the lesser of the
      existing Exercise Price and the issuance price of such shares of Common Stock).
      In the event of an MFN Adjustment, the number of Warrant Shares issuable upon
      Exercise of this Warrant shall be increased such that the aggregate Exercise
      Price payable in a full Cash Exercise hereunder, after taking into account
      the
      decrease in the Exercise Price, shall be equal to the aggregate Exercise Price
      payable in a full Cash Exercise prior to such adjustment and the number of
      Warrant Shares issuable in a Cashless Exercise shall be increased accordingly.
      Notwithstanding the foregoing, no adjustments shall be made, paid or issued
      under this Section 5(f) in respect of an Exempt Issuance (as defined in the
      Securities Purchase Agreement).

     

    (g)
      [Intentionally Left Blank].

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (h)
      Notice
      of Adjustments. Whenever
      the Exercise Price is adjusted pursuant to the terms of this Warrant, the
      Company shall promptly mail to the Holder a notice (a “Exercise Price Adjustment
      Notice”) setting forth the Exercise Price after such adjustment and setting
      forth a statement of the facts requiring such adjustment. The Company shall,
      upon the written request at any time of the Holder, furnish to such Holder
      a
      like Warrant setting forth (i) such adjustment or readjustment, (ii) the
      Exercise Price at the time in effect and (iii) the number of shares of Common
      Stock and the amount, if any, of other securities or property which at the
      time
      would be received upon Exercise of the Warrant. For purposes of clarification,
      whether or not the Corporation provides an Exercise Price Adjustment Notice
      pursuant to this Section 5(h), upon the occurrence of any event that leads
      to an
      adjustment of the Exercise Price, the Holders are entitled to receive a number
      of Exercise Shares based upon the new Exercise Price, as adjusted, for exercises
      occurring on or after the date of such adjustment, regardless of whether a
      Holder accurately refers to the adjusted Exercise Price in the Notice of
      Exercise.

     

    (i)
      Purchase
      Rights.
       In addition to any other adjustments described herein, if at any time the
      Company grants, issues or sells any Options, Convertible Securities or rights
      to
      purchase stock, warrants, securities or other property pro rata to the record
      holders of any class of shares of Common Stock (the "Purchase Rights"), then
      the
      Holder will be entitled to acquire, upon the terms applicable to such Purchase
      Rights, the aggregate Purchase Rights which the Holder could have acquired
      if
      the Holder had held the proportionate number of shares of Common Stock
      acquirable upon complete exercise of this Warrant (without regard to any
      limitations on the exercise of this Warrant) immediately before the date on
      which a record is taken for the grant, issuance or sale of such Purchase Rights,
      or, if no such record is taken, the date as of which the record holders of
      shares of Common Stock are to be determined for the grant, issue or sale of
      such
      Purchase Rights.

    


    6. Fractional
      Interests.

    


    No
      fractional shares or scrip representing fractional shares shall be issuable
      upon
      the Exercise of this Warrant, but on Exercise of this Warrant, Holder may
      purchase only a whole number of shares of Common Stock. If, on Exercise of
      this
      Warrant, Holder would be entitled to a fractional share of Common Stock or
      a
      right to acquire a fractional share of Common Stock, such fractional share
      shall
      be disregarded and the number of shares of Common Stock issuable upon exercise
      shall be the next higher number of shares.

    


    7. Reservation
      of Shares.

    


    From
      and
      after the date hereof, the Company shall at all times reserve for issuance
      such
      number of authorized and unissued shares of Common Stock (or other securities
      substituted therefor as herein above provided) as shall be sufficient for the
      Exercise of this Warrant and payment of the Exercise Price. If at any time
      the
      number of shares of Common Stock authorized and reserved for issuance is below
      the number of shares sufficient for the Exercise of this Warrant (a “Share
      Authorization Failure”)(based on the Exercise Price in effect from time to
      time), the Company will promptly take all corporate action necessary to
      authorize and reserve a sufficient number of shares, including, without
      limitation, calling a special meeting of stockholders to authorize additional
      shares to meet the Company's obligations under this Section 7, in the case
      of an insufficient number of authorized shares, and using its best efforts
      to
      obtain stockholder approval of an increase in such authorized number of shares.
      The Company covenants and agrees that upon the Exercise of this Warrant, all
      shares of Common Stock issuable upon such exercise shall be duly and validly
      issued, fully paid, nonassessable and not subject to preemptive rights, rights
      of first refusal or similar rights of any person or entity.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    8. Restrictions
      on Transfer.

    


    (a) Registration
      or Exemption Required. This
      Warrant has been issued in a transaction exempt from the registration
      requirements of the Act by virtue of Regulation D and exempt from state
      registration under applicable state laws. The Warrant and the Common Stock
      issuable upon the Exercise of this Warrant may not be pledged, transferred,
      sold
      or assigned except pursuant to an effective registration statement or an
      exemption to the registration requirements of the Act and applicable state
      laws.

    


    (b)
      Assignment.
      If
      Holder
      can provide the Company with reasonably satisfactory evidence that the
      conditions of (a) above regarding registration or exemption have been satisfied,
      Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant,
      in whole or in part. Holder shall deliver a written notice to Company,
      substantially in the form of the Assignment attached hereto as Exhibit
      B,
      indicating the person or persons to whom the Warrant shall be assigned and
      the
      respective number of warrants to be assigned to each assignee. The Company
      shall
      effect the assignment within ten (10) days, and shall deliver to the assignee(s)
      designated by Holder a Warrant or Warrants of like tenor and terms for the
      appropriate number of shares.

    


    9. [Intentionally
      Left Blank]. 

    10. Events
      of Failure.
      

    


    (a)
      Definition.

    


    The
      occurrence of each of the following shall be considered to be an “EVENT OF
      FAILURE.”

    


    (i)
      A
      Registration Failure pursuant to Section 7(c) of the Debentures; 

    


    (ii)
      A
      Share Authorization Failure pursuant to Section 7(k) of the
      Debenture;

    


    (iii)
      A
      Delivery Failure occurs, where a “Delivery Failure” shall be deemed to have
      occurred if the Company fails to deliver Exercise Shares to the Holder within
      any applicable Delivery Period.

    


    (iv)
      A
      Legend Removal Failure occurs, where a “Legend Removal Failure” shall be deemed
      to have occurred if the Company fails to issue Exercise Shares without a
      restrictive legend, or fails to remove a restrictive legend, when and as
      required under Section 2(e) hereof.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (b)
      Failure Payments. The
      Company understands that any Event of Failure (as defined above) could result
      in
      economic loss to the Holder. In the event that any Event of Failure occurs,
      as
      compensation to the Holder for such loss, the Company agrees to pay (as
      liquidated damages and not as a penalty) to the Holder payments (“Failure
      Payments”) at a rate of 18% per annum (or the maximum rate permitted by
      applicable law, whichever is less) of the Black-Scholes value (as defined below)
      of the remaining unexercised portion of this Warrant on the date of such request
      (as recalculated on the first business day of each month thereafter for as
      long
      as Failure Payments shall continue to accrue), which shall accrue daily from
      the
      date of such Event of Failure through and including the date of payment in
      full
      (with an aggregate cap equal to 9% of the Black-Scholes value of the remaining
      unexercised portion of this Warrant). The Company shall pay any payments
      incurred under this Section in cash or cash equivalent upon demand or, if not
      demanded sooner, within five business (5) days of the end of each calendar
      month. Failure Payments are in addition to any Shares that the Holder is
      entitled to receive upon exercise of this Warrant.

    


    For
      purposes hereof, the “Black-Scholes” value of a Warrant shall
      be
      determined by use of the Black Scholes Option Pricing Model reflecting (A)
      a
      risk-free interest rate corresponding to the U.S. Treasury rate for a period
      equal to the remaining term of this Warrant as of such date of request and
      (B)
      an expected volatility equal to the greater of 60% and the 100 day volatility
      obtained from the HVT function on Bloomberg.  

     

    (c)
      Payment Of Accrued Failure Payments. The
      accrued Failure Payments for each Event of Failure shall be paid in immediately
      available funds on or before the fifth (5th) day of each month following a
      month
      in which Failure Payments accrued. Nothing herein shall limit the Holder's
      right
      to pursue actual damages (to the extent in excess of the Failure Payments)
      for
      the Company's Event of Failure, and the Holder shall have the right to pursue
      all remedies available at law or in equity (including a decree of specific
      performance and/or injunctive relief). Notwithstanding the above, if a
      particular Event of Failure results in an Event of Default pursuant to Section
      11 hereof, then the Failure Payment, for that Event of Failure only, shall
      be
      considered to have been satisfied upon payment to the Holder of an amount equal
      to the greater of (i) the Failure Payment, or (ii) the Default Amount, payable
      in accordance with Section 11.

    


    (d)
      Maximum Interest Rate.
      Nothing
      contained herein or in any document referred to herein or delivered in
      connection herewith shall be deemed to establish or require the payment of
      a
      rate of interest or other charges in excess of the maximum permitted by
      applicable law. In the event that the rate of interest or dividends required
      to
      be paid or other charges hereunder exceed the maximum permitted by such law,
      any
      payments in excess of such maximum shall be credited against amounts owed by
      the
      Company to the Holder and thus refunded to the Company.

    


    11. Events
      Of Default.
      

     

    (I)
      EVENTS OF DEFAULT. Each of the following events shall be considered to be an
      "EVENT OF DEFAULT," unless waived by the Holder: 

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (a)
      Failure To Effect Registration. 
      A
      Registration Failure (as defined in Section 7(c) of the Debenture) occurs and
      remains uncured for a period of more than twenty (20) consecutive days or sixty
      (60) cumulative days in any twelve month period;

    


    (b)
      Failure To Authorize And Reserve Common Stock. A
      Share
      Authorization Failure (as defined in Section 7(k) of the Debenture) occurs
      and
      remains uncured for a period of more than sixty (60) days;

    


    (c) Failure
      To Deliver Common Stock.
      A
      Delivery Failure (as defined above) occurs and remains uncured for a period
      of
      more than twenty (20) days; or at any time, or at any time, the Company
      announces or states in writing that it will not honor its obligations to issue
      shares of Common Stock to the Holder upon exercise by the Holder of the exercise
      rights of the Holder in accordance with the terms of this Warrant. 

    


    (d)
      Legend Removal Failure. A
      Legend
      Removal Failure (as defined above) occurs and remains uncured for a period
      of
      twenty (20) days.

    


    (e)
      Cross Default. An
      event
      of default (as defined in the applicable security) in any other Debenture,
      Warrant or other security issued to the Holder or another holder pursuant to
      the
      Securities Purchase Agreement (a “Cross Default”) shall constitute an Event of
      Default hereunder.

    


    (f)
      Major Transaction. A
      Major
      Transaction occurs, where, for purposes hereof a "Major Transaction" shall
      be
      deemed to have occurred at such time as any of the following events
      occur:

    


    (A) a
      consolidation, merger, exchange of shares, recapitalization, reorganization,
      business combination or other similar event, (1) following which the holders
      of
      Common Stock of the Company immediately preceding such consolidation, merger,
      combination or event either (a) no longer hold a majority of the shares of
      Common Stock of the Company or (b) no longer have the ability to elect the
      board
      of directors of the Company or (2) as a result of which shares of Common Stock
      of the Company shall be changed into (or the shares of Common Stock become
      entitled to receive) the same or a different number of shares of the same or
      another class or classes of stock or securities of the Company or another entity
      (each of the events described in items (1) and (2) immediately above is referred
      to as a “Change of Control”); 

    


    (B) the
      sale
      or transfer of all or substantially all of the Company's assets (an “Asset
      Sale”); or

    


    (C) a
      purchase, tender or exchange offer made to the holders of outstanding shares
      of
      Common Stock, such that following such purchase, tender or exchange offer a
      Change of Control shall have occurred.

    


    (II)
      MANDATORY REDEMPTION.
      If any
      Events of Default shall occur then, unless waived by the Holder, upon the
      occurrence and during the continuation of any Event of Default, at the option
      of
      the Holder, such option exercisable through the delivery of written notice
      to
      the Company by such Holder (the "DEFAULT NOTICE"), the outstanding amount of
      this Warrant shall be immediately redeemed by the Company and the Company shall
      pay to the Holder (a “MANDATORY REDEMPTION”), in full satisfaction of its
      obligations hereunder, an amount (the “MANDATORY REDEMPTION AMOUNT” or the
“DEFAULT AMOUNT”) equal to the greater of (i) the Black-Scholes value of the
      remaining unexercised portion of this Warrant on the date of such Default Notice
      and (2) the Black-Scholes value of the remaining unexercised portion of this
      Warrant on the Trading Day immediately preceding the date that the Mandatory
      Redemption Amount is
      paid
      to the Holder.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    The
      Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within
      five (5) business days of the Date of the applicable Default Notice.


     

     (e)
      Liquidated Damages.
      The
      parties hereto acknowledge and agree that the sums payable as Failure Payments
      or pursuant to a Mandatory Redemption shall give rise to liquidated damages
      and
      not penalties. The parties further acknowledge that (i) the amount of loss
      or
      damages likely to be incurred by the Holder is incapable or is difficult to
      precisely estimate, (ii) the amounts specified bear a reasonable proportion
      and
      are not plainly or grossly disproportionate to the probable loss likely to
      be
      incurred by the Investor, and (iii) the parties are sophisticated business
      parties and have been represented by sophisticated and able legal and financial
      counsel and negotiated this Agreement at arm’s length.

    


    The
      Default Amount, together with all other amounts payable hereunder, shall
      immediately become due and payable, all without demand, presentment or notice,
      all of which hereby are expressly waived, together with all costs, including,
      without limitation, legal fees and expenses, of collection, and the Holder
      shall
      be entitled to exercise all other rights and remedies available at law or in
      equity. 

    


    (III)
      POSTING OF BOND. In
      the
      event that any Event of Default occurs hereunder or any Event of Default occurs
      under any of the Transaction Documents (as defined in the Securities Purchase
      Agreement), the Company may not raise as a legal defense (in any Lawsuit, as
      defined below, or otherwise) or justification to such Event of Default any
      claim
      that such Holder or any one associated or affiliated with such Holder has been
      engaged in any violation of law, unless the Company has posted a surety bond
      (a
“Surety Bond”) for the benefit of such Holder in the amount of 130% of the
      aggregate Surety Bond Value (as defined below) of all of the Holder’s Debenture
      and Warrants (the “Bond Amount”), which bond shall remain in effect until the
      completion of arbitration/litigation of the dispute and the proceeds of which
      shall be payable to such Holder to the extent Holder obtains judgment.


    


    For
      purposes hereof, a “Lawsuit” shall mean any lawsuit, arbitration or other
      dispute resolution filed by either party herein pertaining to any of the
      Transaction Documents (as defined in the Securities Purchase Agreement).


    


    “Surety
      Bond Value,” for the Warrants shall mean 130% of the of the Black-Scholes value
      of the remaining unexercised portion of this Warrant on the Trading Day
      immediately preceding the date that such bond goes into effect) and “Surety Bond
      Value” for the Debenture shall have the meaning ascribed to it in the
      Debenture.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (IV)
      INJUNCTION AND POSTING OF BOND.
      In the
      event that the Event of Default referred to in subsection (III) above pertains
      to the Company’s failure to deliver unlegended shares of common stock to the
      Holder pursuant to a Warrant Exercise, legend removal request, or otherwise,
      the
      Company may not refuse such unlegended share delivery based on any claim that
      such Holder or any one associated or affiliated with such Holder has been
      engaged in any violation of law, unless an injunction from a court, on prior
      notice to Holder, restraining and or enjoining exercise of all or part of said
      Warrant shall have been sought and obtained by the Company and the Company
      has
      posted a Surety Bond for the benefit of such Holder in the amount of the Bond
      Amount (as described above), which bond shall remain in effect until the
      completion of arbitration/litigation of the dispute and the proceeds of which
      shall be payable to such Holder to the extent Holder obtains judgment.


    


    12. Benefits
      of this Warrant.

    


    Nothing
      in this Warrant shall be construed to confer upon any person other than the
      Company and Holder any legal or equitable right, remedy or claim under this
      Warrant and this Warrant shall be for the sole and exclusive benefit of the
      Company and Holder.

    


    13. Arbitration;
      Governing Law. 

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made in and wholly to be performed
      in
      that jurisdiction, except for matters arising under the Act or the Securities
      Exchange Act of 1934, which matters shall be construed and interpreted in
      accordance with such laws. Any controversy or claim arising out of or related
      to
      the this Agreement or the breach thereof, shall be settled by binding
      arbitration in New York, New York in accordance with the Expedited Procedures
      (Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration
      Association (“AAA”). A proceeding shall be commenced upon written demand by
      Company or any Lender to the other. The arbitrator(s) shall enter a judgment
      by
      default against any party, which fails or refuses to appear in any properly
      noticed arbitration proceeding. The proceeding shall be conducted by one (1)
      arbitrator, unless the amount alleged to be in dispute exceeds two hundred
      fifty
      thousand dollars ($250,000), in which case three (3) arbitrators shall preside.
      The arbitrator(s) will be chosen by the parties from a list provided by the
      AAA,
      and if they are unable to agree within ten (10) days, the AAA shall select
      the
      arbitrator(s). The arbitrators must be experts in securities law and financial
      transactions. The arbitrators shall assess costs and expenses of the
      arbitration, including all attorneys’ and experts’ fees, as the arbitrators
      believe is appropriate in light of the merits of the parties’ respective
      positions in the issues in dispute. Each party submits irrevocably to the
      jurisdiction of any state court sitting in New York, New York or to the United
      States District Court sitting in New York, New York for purposes of enforcement
      of any discovery order, judgment or award in connection with such arbitration.
      The award of the arbitrator(s) shall be final and binding upon the parties
      and
      may be enforced in any court having jurisdiction. The arbitration shall be
      held
      in such place as set by the arbitrator(s) in accordance with Rule 55. With
      respect to any arbitration proceeding in accordance with this section, the
      prevailing party’s reasonable attorney’s fees and expenses shall be borne by the
      non-prevailing party.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    Although
      the parties, as expressed above, agree that all claims, including claims that
      are equitable in nature, for example specific performance, shall initially
      be
      prosecuted in the binding arbitration procedure outlined above, if the
      arbitration panel dismisses or otherwise fails to entertain any or all of the
      equitable claims asserted by reason of the fact that it lacks jurisdiction,
      power and/or authority to consider such claims and/or direct the remedy
      requested, then, in only that event, will the parties have the right to initiate
      litigation respecting such equitable claims or remedies. The forum for such
      equitable relief shall be in either a state or federal court sitting in
New
      York,
      New York.
      Each
      party waives any right to a trial by jury, assuming such right exists in an
      equitable proceeding, and irrevocably submits to the jurisdiction of said New
      York court. New York law shall govern both the proceeding as well as the
      interpretation and construction of this Agreement and the transaction as a
      whole.

    


    14. Loss
      of Warrant.

    


    Upon
      receipt by the Company of evidence of the loss, theft, destruction or mutilation
      of this Warrant, and (in the case of loss, theft or destruction) of indemnity
      or
      security reasonably satisfactory to the Company, and upon surrender and
      cancellation of this Warrant, if mutilated, the Company shall execute and
      deliver a new Warrant of like tenor and date.

    


    15. Notice
      or Demands.

    


    Notices
      or demands pursuant to this Warrant to be given or made by Holder to or on
      the
      Company shall be sufficiently given or made if sent by certified or registered
      mail, return receipt requested, postage prepaid, and addressed, until another
      address is designated in writing by the Company, to the address set forth in
      Section 2(a) above. Notices or demands pursuant to this Warrant to be given
      or
      made by the Company to or on Holder shall be sufficiently given or made if
      sent
      by certified or registered mail, return receipt requested, postage prepaid,
      and
      addressed, to the address of Holder set forth in the Company’s records, until
      another address is designated in writing by Holder.

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Warrant as of the
   
      day of
      December, 2006.

    


     

    BIOMETRX,
      INC.

    


    


    


    By:
      ________________________

    Print
      Name: Mark Basile

    Title:
      Chief Executive Officer

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    EXERCISE
      FORM FOR WARRANT

    


    TO:
      BIOMETRX,
      INC.

    


    The
      undersigned hereby irrevocably exercises the right to purchase ____________
      of
      the shares of Common Stock (the “Common Stock”) of BIOMETRX,
      INC.,
      a
      Delaware corporation
      (the
“Company”), evidenced by the attached warrant (the “Warrant”), and herewith
      makes payment of the exercise price with respect to such shares in full, all
      in
      accordance with the conditions and provisions of said Warrant.

    


    1.
      The
      undersigned agrees not to offer, sell, transfer or otherwise dispose of any
      of
      the Common Stock obtained on exercise of the Warrant, except in accordance
      with
      the provisions of Section 8(a) of the Warrant.

    


    2.
      The
      undersigned requests that stock certificates for such shares be issued free
      of
      any restrictive legend, if appropriate, and a warrant representing any
      unexercised portion hereof be issued, pursuant to the Warrant in the name of
      the
      undersigned and delivered to the undersigned at the address set forth
      below:

    


    Dated:________

    


    ________________________________________________________________________

    Signature

    


    


    _______________________________________________________________________

    Print
      Name

    


    


    ________________________________________________________________________

    Address

    


    _______________________________________________________________________

    


    NOTICE

    


    The
      signature to the foregoing Exercise Form must correspond to the name as written
      upon the face of the attached Warrant in every particular, without alteration
      or
      enlargement or any change whatsoever.

    ________________________________________________________________________

    


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    



    


    EXHIBIT
      B

    


    ASSIGNMENT

    


    (To
      be
      executed by the registered holder

    desiring
      to transfer the Warrant)

    


    FOR
      VALUE
      RECEIVED, the undersigned holder of the attached warrant (the “Warrant”) hereby
      sells, assigns and transfers unto the person or persons below named the right
      to
      purchase _______ shares of the Common Stock of BIOMETRX,
      INC.,
      a
      Delaware corporation, evidenced
      by the attached Warrant and does hereby irrevocably constitute and appoint
      _______________________ attorney to transfer the said Warrant on the books
      of
      the Company, with full power of substitution in the premises.

    


    Dated: _________     ______________________________

    Signature

    


    


    Fill
      in
      for new registration of Warrant:

    


    ___________________________________

    Name

    


    ___________________________________

    Address

    


    ___________________________________

    Please
      print name and address of assignee

    (including
      zip code number)

    


    _______________________________________________________________________

    


    NOTICE

    


    The
      signature to the foregoing Assignment must correspond to the name as written
      upon the face of the attached Warrant in every particular, without alteration
      or
      enlargement or any change whatsoever.

    ________________________________________________________________________

    


    
      
        
        

      

      19