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THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED FOR
SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR ANY STATE SECURITIES LAW AND MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE HOLDER HEREOF PROVIDES
THE COMPANY WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED SALE OR
TRANSFER IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.
 
    1. Exercise of Warrant.




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2. Reservation of Stock
 3. Protection Against Dilution
   2




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3




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4. Ownership Cap and Certain Exercise
Restrictions provided however Waiver
Notice provided further
 provided however provided further
 5. Fractional Shares
 4




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6. Fully Paid Stock;
Taxes
 7. Closing
of Transfer Books.
 8. Redemption
 Right to Redeem.
 Termination of Rights.
 Payment of Redemption Price.
 9. Restrictions on Transferability of Warrants and Shares; Compliance with Securities Act;
Exchange, Assignment or Loss of Warrant.
 5




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9.1 Assignments Generally.
 9.2 Notice of Proposed Transfer; Opinion.
  6




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9.3. Certain Assignments Following Registration
 9.4. Restrictive Legends.
  THE TRANSFER, SALE, ASSIGNMENT, PLEDGE AND ENCUMBRANCE OF OTHER DISPOSITION OF THE SHARES
OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET
FORTH IN THE WARRANT UNDER WHICH THESE SHARES WERE ISSUED AND WHICH TERMS CONTINUE IN
EFFECT FOLLOWING THE EXERCISE THEREOF. A COPY OF THE WARRANT IS ON FILE IN THE OFFICE OF
THE SECRETARY OF THE COMPANY. NO SALE
OR OTHER TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE EFFECTED EXCEPT
PURSUANT TO THE TERMS OF THE WARRANT.
 9.5 Removal of Legend.
 7




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10. Partial
Exercise and Partial Assignment.
 11. Registration Rights
 11.1 Definitions.
    11.2 Piggy-back Registration Rights.
 8




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11.3 Obligations of the Company.
      9




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11.4 Furnish Information.
 11.5 Expenses.
 Registration
Expenses
 Selling Expenses
 11.6 Underwriting Requirements; Lock-up Provisions
 10




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11.7 Indemnification
  11




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12




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11.8 Reports under Exchange Act.
   11.9 Purchasers Acceptance of Obligations.
 11.10 Registration Rights Agreement.
 12. Lost, Stolen Warrants, etc.
 13. Warrant Holder Not Shareholder.
 14. Severability.
 15. Notice.
 13




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16. Miscellaneous.
    CYTOCORE, INC.ByRobert McCullough, CEO, CFO 14




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ASSIGNMENT
 
 
  Please insert social security, federal
tax ID number or other identifying number:
 
 Dated:Signature
(Signature must conform in all
respects to name of holder as
specified on the face of this
Warrant Certificate.)
    
 Note:
    
    Any transfer or assignment of this Warrant Certificate is subject to compliance with the
restrictions on transfer imposed under the Warrant Terms.
 15




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EXERCISE
 
  
 Please insert Social Security
Number or other
identifying number:
 
  Dated:
    
    
    
    
    
    Signature:(Signature must conform in all respects
to name of holder as specified on the
face of this Warrant Certificate)
  
 IMPORTANT:
 16