THE
      SECURITIES REPRESENTED BY THIS WARRANT WERE ISSUED IN AN OFFSHORE TRANSACTION
      TO
      PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S PROMULGATED
      PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") PURSUANT TO
      REGULATIONS S. ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS WARRANT HAVE
      NOT
      BEEN REGISTERED UNDER THE ACT, OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT
      BE
      OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF (I) EXCEPT
      IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S, (II) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE ACT OR (III) PURSUANT TO AN EXEMPTION WHICH
      IS
      CONFIRMED IN AN OPINION OF COMPANY COUNSEL. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE CONDUCTED UNLESS
      IN ACCORDANCE WITH THE ACT.




THIS
      WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS
      REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
      AVAILABLE.




THIS
      WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME (U.S.) ON THE [FIRST] [THIRD]
      ANNIVERSARY OF THE CLOSING DATE (the “EXPIRATION DATE”).





No.
      __________




**TRACEGUARD
      TECHNOLOGIES, INC.**





**WARRANT
      TO PURCHASE _______ SHARES OF**


**COMMON
      STOCK, PAR VALUE $0.001 PER SHARE**





For
      VALUE
      RECEIVED, ____________________ (“Warrantholder”), is entitled to purchase,
      subject to the provisions of this Warrant, from TraceGuard Technologies, Inc.,
      a
      Nevada corporation (“Company”), at any time not later than 5:00 P.M., Eastern
      time (U.S.), on the Expiration Date (as defined above), at an exercise price
      per
      share equal to $[1.50] [$2.50] (the exercise price in effect being herein called
      the “Warrant Price”), ______ shares (“Warrant Shares”) of the Company’s common
      stock, par value $0.001 per share (“Common Stock”). The number of Warrant Shares
      purchasable upon exercise of this Warrant and the Warrant Price shall be subject
      to adjustment from time to time as described herein.





Section 1 .  Transfers .
      As
      provided herein, this Warrant may be transferred only pursuant to (i) an
      effective registration statement filed under the Securities Act of 1933, as
      amended (the “Securities Act”), (ii) an exemption from such registration, or
      (iii) the provisions of Regulation S promulgated under the Securities Act.
      Subject to such restrictions, the Company shall transfer this Warrant from
      time
      to time upon the books to be maintained by the Company for that purpose, upon
      surrender thereof for transfer properly endorsed or accompanied by appropriate
      instructions for transfer and such other documents as may be reasonably required
      by the Company, including, if required by the Company, an opinion of its counsel
      to the effect that such transfer is exempt from the registration requirements
      of
      the Securities Act, to establish that such transfer is being made in accordance
      with the terms hereof, and a new Warrant shall be issued to the transferee
      and
      the surrendered Warrant shall be canceled by the Company.










Section
      2.  Exercise
      of Warrant .
      Subject
      to the provisions hereof, the Warrantholder may exercise this Warrant in whole
      or in part at any time prior to its expiration upon surrender of the Warrant,
      together with delivery of the duly executed Warrant exercise form attached
      hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified
      check or wire transfer of funds for the aggregate Warrant Price for that number
      of Warrant Shares then being purchased, to the Company during normal business
      hours on any business day at the Company’s principal executive offices outside
      the United States (or such other office or agency of the Company as it may
      designate by notice to the Warrantholder). The Warrant Shares so purchased
      shall
      be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as
      the record owner of such shares, as of the close of business on the date on
      which this Warrant shall have been surrendered (or evidence of loss, theft
      or
      destruction thereof and security or indemnity satisfactory to the Company),
      the
      Warrant Price shall have been paid and the completed Exercise Agreement shall
      have been delivered. Certificates for the Warrant Shares so purchased,
      representing the aggregate number of shares specified in the Exercise Agreement,
      shall be delivered to the Warrantholder within a reasonable time, not exceeding
      ten (10) business days, after this Warrant shall have been so exercised. The
      certificates so delivered shall be in such denominations as may be requested
      by
      the Warrantholder and shall be registered in the name of the Warrantholder
      or
      such other name as shall be designated by the Warrantholder. If this Warrant
      shall have been exercised only in part, then, unless this Warrant has expired,
      the Company shall, at its expense, at the time of delivery of such certificates,
      deliver to the Warrantholder a new Warrant representing the number of shares
      with respect to which this Warrant shall not then have been exercised. As used
      herein, “business day” means a day, other than a Saturday or Sunday, on which
      banks in New York City are open for the general transaction of business. Upon
      exercise, the Warrantholder will be required to make the representations and
      warranties contained in the Exercise Agreement.





Section
      3.  Compliance
      with the Securities Act of 1933 .
      The
      Company may cause the legend set forth on the first page of this Warrant to
      be
      set forth on each Warrant or similar legend on any security issued or issuable
      upon exercise of this Warrant, unless counsel for the Company is of the opinion
      as to any such security that such legend is unnecessary.





Section
      4.  Payment
      of Taxes .
      The
      Company will pay any documentary stamp taxes attributable to the initial
      issuance of Warrant Shares issuable upon the exercise of the Warrant; provided,
      however, that the Company shall not be required to pay any tax or taxes which
      may be payable in respect of any transfer involved in the issuance or delivery
      of any certificates for Warrant Shares in a name other than that of the
      Warrantholder in respect of which such shares are issued, and in such case,
      the
      Company shall not be required to issue or deliver any certificate for Warrant
      Shares or any Warrant until the person requesting the same has paid to the
      Company the amount of such tax or has established to the Company’s reasonable
      satisfaction that such tax has been paid. The Warrantholder shall be responsible
      for income taxes due under federal, state or other law, if any such tax is
      due.










Section
      5.  Mutilated
      or Missing Warrants .
      In case
      this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall
      issue in exchange and substitution of and upon cancellation of the mutilated
      Warrant, or in lieu of and substitution for the Warrant lost, stolen or
      destroyed, a new Warrant of like tenor and for the purchase of a like number
      of
      Warrant Shares, but only upon receipt of evidence reasonably satisfactory to
      the
      Company of such loss, theft or destruction of the Warrant, and with respect
      to a
      lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect
      thereto, if requested by the Company.





Section
      6.  Reservation
      of Common Stock .
      The
      Company hereby represents and warrants that there have been reserved, and the
      Company shall at all applicable times keep reserved until issued (if necessary)
      as contemplated by this Section 7, out of the authorized and unissued shares
      of
      Common Stock, sufficient shares to provide for the exercise of the rights of
      purchase represented by this Warrant. The Company agrees that all Warrant Shares
      issued upon due exercise of the Warrant shall be, at the time of delivery of
      the
      certificates for such Warrant Shares, duly authorized, validly issued, fully
      paid and non-assessable shares of Common Stock of the Company.





Section
      7.  Adjustments .
      Subject
      and pursuant to the provisions of this Section 7, the Warrant Price and number
      of Warrant Shares subject to this Warrant shall be subject to adjustment from
      time to time as set forth hereinafter.





(a)  If
      the
      Company shall, at any time or from time to time while this Warrant is
      outstanding, pay a dividend or make a distribution on its Common Stock in shares
      of Common Stock, subdivide its outstanding shares of Common Stock into a greater
      number of shares or combine its outstanding shares of Common Stock into a
      smaller number of shares, then the number of Warrant Shares purchasable upon
      exercise of the Warrant immediately prior to the date upon which such change
      shall become effective, shall be adjusted by the Company so that the
      Warrantholder thereafter exercising the Warrant shall be entitled to receive
      the
      number of shares of Common Stock which, if the Warrant had been exercised
      immediately prior to such event, (i) the Warrantholder would have owned upon
      such exercise and been entitled to receive by virtue of such dividend,
      distribution or subdivision, or (ii) in the case of a combination, such number
      of shares into which the number of shares the Warrantholder would have owned
      upon such exercise would have been reduced to as a result of such combination.
      Whenever the number of shares of Common Stock purchasable upon exercise of
      this
      Warrant is adjusted as provided in this Section 7(a), then the Warrant Price
      shall also be adjusted by multiplying the Warrant Price in effect immediately
      prior to such adjustment, by a fraction, the numerator of which shall equal
      to
      the number of shares subject to this Warrant immediately prior to such
      adjustment, and the denominator of which shall equal to the number of shares
      subject to this Warrant immediately after such adjustment. Such adjustments
      shall be made successively whenever any event listed above shall
      occur.










(b)  In
      case
      the Company shall reorganize its capital, reclassify its capital stock (other
      than as provided in Section 7(a)), recapitalize, consolidate with, or merge
      with
      or into, another corporation, and pursuant to the terms of such reorganization,
      reclassification, recapitalization, merger, or consolidation, stock, securities,
      property or other assets is to be received by or distributed to the holders
      of
      Common Stock in lieu of or with respect to shares of Common Stock, then in
      each
      such case, the Warrantholder, upon exercise of this Warrant, shall be entitled
      to receive in lieu of the Warrant Shares or other securities and property
      receivable upon exercise of this Warrant prior to the consummation of such
      reorganization, reclassification, recapitalization, consolidation or merger,
      or
      if the Common Stock is not changed, exchanged or extinguished in such
      transaction then in addition to the rights specified herein, the stock or other
      securities, property or assets to which the Warrantholder would have been
      entitled to had it exercised this Warrant immediately prior to such consumation,
      by a holder of the number of shares of Common Stock for which this Warrant
      is
      exercisable immediately prior to such event. In case of any such reorganization,
      reclassification, recapitalization, merger or consolidation, the successor
      or
      acquiring corporation (if other than the Company) shall expressly assume the
      due
      and punctual observance and performance of each and every covenant and condition
      of this Warrant to be performed and observed by the Company and all the
      obligations and liabilities hereunder, subject to such modifications as may
      be
      deemed appropriate (as determined in good faith by resolution of the Board
      of
      Directors of the Company) in order to provide for adjustments of shares of
      Common Stock for which this Warrant is exercisable which shall be as nearly
      equivalent as practicable to the adjustments provided for in this Section 7(b).
      The foregoing provisions of this Section 7(b) shall similarly apply to
      successive reorganizations, reclassifications, recapitalizations, mergers or
      consolidations.





(c)  An
      adjustment to the Warrant Price or the number or type of securities issuable
      upon exercise of this Warrant shall become effective immediately after the
      payment date in the case of each dividend or distribution and immediately after
      the effective date of each other event which requires an
      adjustment.





(d)  In
      the
      event that, as a result of an adjustment made pursuant to this Section 7, the
      Warrantholder shall become entitled to receive any shares of capital stock
      of
      the Company other than shares of Common Stock, the number of such other shares
      so receivable upon exercise of this Warrant shall be subject thereafter to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to the Warrant Shares contained
      in
      this Warrant.





Section
      8.  Fractional
      Interest .
      The
      Company shall not be required to issue fractions of Warrant Shares upon the
      exercise of this Warrant. If any fractional share of Common Stock would, except
      for the provisions of the first sentence of this Section 9, be deliverable
      upon
      such exercise, the Company, in lieu of delivering such fractional share, shall
      pay to the exercising Warrantholder an amount in cash equal to the Market Price
      of such fractional share of Common Stock on the date of exercise.





Section
      9.  Benefits .
      Nothing
      in this Warrant shall be construed to give any person, firm or corporation
      (other than the Company and the Warrantholder) any legal or equitable right,
      remedy or claim, it being agreed that this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrantholder.










Section
      10.  Notices
      to Warrantholder .
      Upon
      the happening of any event requiring an adjustment of the Warrant Price, the
      Company shall promptly give written notice thereof to the Warrantholder at
      the
      address appearing in the records of the Company, stating the adjusted Warrant
      Price and the adjusted number of Warrant Shares resulting from such event and
      setting forth in reasonable detail the method of calculation and the facts
      upon
      which such calculation is based. Failure to give such notice to the
      Warrantholder or any defect therein shall not affect the legality or validity
      of
      the event giving rise to, or the, subject adjustment.





Section
      11.  Notice
      of Corporate Action .
      If at
      any time:




(a)  other
      than pursuant to a split or combination pursuant to Section 7(a) hereof, the
      Company shall take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend or other distribution, or any right
      to
      subscribe for or purchase any evidences of its indebtedness, any shares of
      stock
      of any class or any other securities or property, or to receive any other right,
      or





(b)  there
      shall be any capital reorganization of the Company, any reclassification, other
      than pursuant to a split or combination pursuant to Section 8(a) hereof, or
      recapitalization of the capital stock of the Company or any consolidation or
      merger of the Company with, or any sale, transfer or other disposition of all
      or
      substantially all the property, assets or business of the Company to, another
      corporation or,





(c)  there
      shall be a voluntary or involuntary dissolution, liquidation or winding up
      of
      the Company;





then,
      in
      any one or more of such cases, the Company shall give to Warrantholder (i)
      at
      least 10 days’ prior written notice of the date on which a record date shall be
      selected for such dividend, distribution or right or for determining rights
      to
      vote in respect of any such reorganization, reclassification, merger,
      consolidation, sale, transfer, disposition, liquidation or winding up, and
      (ii)
      in the case of any such reorganization, reclassification, merger, consolidation,
      sale, transfer, disposition, dissolution, liquidation or winding up, at least
      10
      days’ prior written notice of the date when the same shall take place, and provided,
      however ,
      that
      the failure to mail such notice or any defect therein or in the mailing thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice; and provided,
      further ,
      that if
      any action is taken on written consent in lieu of a meeting, notice shall be
      made as soon as reasonably practicable thereafter. Such notice in accordance
      with the foregoing clause also shall specify, as applicable, (i) the date on
      which any such record is to be taken for the purpose of such dividend,
      distribution or right, the date on which the holders of Common Stock shall
      be
      entitled to any such dividend, distribution or right, and the amount and
      character thereof, and (ii) the date on which any such reorganization,
      reclassification, merger, consolidation, sale, transfer, disposition,
      dissolution, liquidation or winding up is to take place and the time, if any
      such time is to be fixed, as of which the holders of Common Stock shall be
      entitled to exchange their shares of Common Stock for securities or other
      property deliverable upon such disposition, dissolution, liquidation or winding
      up. Each such written notice shall be sufficiently given if addressed to
      Warrantholder at the last address of Warrantholder appearing on the books of
      the
      Company and delivered in accordance with Section 13 hereof.









Section
      12.  Identity
      of Transfer Agent .
      The
      Transfer Agent for the Common Stock is Nevada Agency and Trust Company. Upon
      the
      appointment of any subsequent transfer agent for the Common Stock or other
      shares of the Company’s capital stock issuable upon the exercise of the rights
      of purchase represented by the Warrant, the Company will mail to the
      Warrantholder a statement setting forth the name and address of such transfer
      agent.




Section
      13.  Notices .
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section prior to 6:30 p.m. (New York City time) on a Trading Day,
      (b) the next Trading Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section on a day that is not a Trading Day or later than 6:30 p.m.
      (New York City time) on any Trading Day, (c) the Trading Day following the
      date of mailing, if sent by U.S. nationally recognized overnight courier
      service, or (d) upon actual receipt by the party to whom such notice is
      required to be given. The address for such notices and communications shall
      be
      as follows:





If
      to the
      Company:   TraceGuard
      Technologies, Inc.


#6
      Ravnitzki Street


Petach
      Tikva 49277 Israel


Fax
      No.:
      011-972-3-542-3710


Attn:  David
      Ben-Yair, CFO




With
      a
      copy to: Moses
      & Singer LLP


The
      Chrysler Building


405
      Lexington Avenue


New
      York,
      NY 10174-1299


Fax
      No.:
      917-206-4381


Attn:
      Allan Grauberd, Esq.




If
      to
      Warrantholder:  To
      the
      address or facsimile number set forth in that certain confidential Private
      Placement Subscription Agreement between the Warrantholder and the Company
      (the
“Subscription Agreement”), dated as of _______________________, 2007 (the
“Closing Date”);




or
      such
      other address or facsimile number as may be designated in writing hereafter,
      in
      the same manner, by such Person.




Section
      14.  Successors .
      All the
      covenants and provisions hereof by or for the benefit of the Warrantholder
      shall
      bind and inure to the benefit of its respective successors and assigns
      hereunder.










Section
      15.  Governing
      Law .
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of Nevada, without regard to the principles
      of conflicts of law thereof to the extent such principles would require the
      application of the laws of another jurisdiction.





Section
      16.  N o
      Rights as Stockholder .
      Prior
      to the exercise of this Warrant, the Warrantholder shall not have or exercise
      any rights as a stockholder of the Company by virtue of its ownership of this
      Warrant.





Section
      17.  A mendment;
      Waiver .
      Any
      term of this Warrant may be amended or waived upon the written consent of the
      Company and the Warrantholder.





Section
      18.  Section
      Headings .
      The
      section headings in this Warrant are for the convenience of the Company and
      the
      Warrantholder and in no way alter, modify, amend, limit or restrict the
      provisions hereof.







IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as
      of
      the ______ day of March, 2007.




TRACEGUARD
                TECHNOLOGIES, INC.By:Name:Title:




The
      Warrantholder accepts and agrees to the terms and conditions of this Warrant,
      including, without limitation, the last sentence of Section 3
      hereof.




[NAME
                OF WARRANTHOLDER]Date: March __, 2007
            By:Name:Title:





APPENDIX
      A


TRACEGUARD
      TECHNOLOGIES, INC.


WARRANT
      EXERCISE FORM





To
      TraceGuard Technologies, Inc.:





The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
      the payment of the Warrant Price and surrender of the Warrant, _______________
      shares of Common Stock (“Warrant Shares”) provided for therein, and requests
      that certificates for the Warrant Shares be issued as follows:





_______________________________


Name


________________________________


Address


________________________________


________________________________




and
      delivered to the above address (which must be outside the United States);





and,
      if
      the number of Warrant Shares shall not be all the Warrant Shares purchasable
      upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
      Shares purchasable upon exercise of this Warrant be registered in the name
      of
      the undersigned Warrantholder or the undersigned’s Assignee as below indicated
      and delivered to the address stated below.





The
      undersigned hereby represents and warrants to the Company that (check only
      one
      of the appropriate answers)





___
      A.  the
      undersigned is not a U.S. Person and the Warrant is not being exercised on
      behalf of a U.S. Person; or





___
      B  the
      undersigned is hereby furnishing a written opinion of counsel, in a form
      reasonably acceptable to the Company, to the effect that the Warrant and the
      Warrant Shares delivered upon exercise of the Warrant have been registered
      under
      the Securities Act or are exempt from registration thereunder.





In
      addition, the undersigned acknowledges that this Warrant may not be exercised
      in
      the United States, and that the Warrant Shares may not be delivered in the
      United States upon exercise, other than in an offering deemed to meet the
      definition of "offshore transaction" pursuant to Rule 902(h) of Regulation
      S,
      unless registered under the Securities Act or an exemption from such
      registration is available.










Dated:
      ___________________, ____




Note:
                  The signature must correspond with the name of the Warrantholder
                  as
                  written on the first page of the Warrant in every particular, without
                  alteration or enlargement or any change whatever, unless the Warrant
                  has
                  been assigned.
              
              Signature:
                  _____________________________
                ______________________________
                Name
                  (please print)
                
                ______________________________
                ______________________________
                Address
                ______________________________









APPENDIX
      B


ASSIGNMENT
      FORM





(To
      assign the foregoing warrant, execute


this
      form
      and supply required information.


Do
      not
      use this form to exercise the warrant.)




FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to





_______________________________________________
      whose address is





_______________________________________________________________.





_______________________________________________________________





Dated:
      ______________, _______








Holder's
      Signature:  _____________________________





Holder's
      Address:  _____________________________






_____________________________








Signature
      Guaranteed: ___________________________________________




NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust company. Officers of
      corporations and those acting in any fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.