Exhibit 10.3



Exhibit 10.3




NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS
SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES




COMMON STOCK PURCHASE WARRANT






To Purchase __________ Shares of Common Stock of


DDS Technologies USA, Inc.


                THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value
received, _____________ (the "Holder"), is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after June 30, 2003 (the "Initial Exercise Date") and
on or prior to the close of business on June 29, 2006 (the "Termination Date")
but not thereafter, to subscribe for and purchase from DDS Technologies USA,
Inc., a corporation incorporated in the State of Nevada (the "Company"),
up to ____________ shares (the "Warrant Shares") of Common Stock, par
value $0.0001 per share, of the Company (the "Common Stock"). The
purchase price of one share of Common Stock (the "Exercise Price") under
this Warrant shall be $7.00, subject to adjustment hereunder. The
Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain Securities Purchase Agreement (the "Purchase Agreement"),
dated June 30, 2003, between the Company and the purchasers signatory thereto.




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                1. Title to Warrant. Prior to the Termination Date and
subject to compliance with applicable laws and Section 7 of this Warrant, this
Warrant and all rights hereunder are transferable, in whole or in part, at the
office or agency of the Company by the Holder in person or by duly authorized
attorney, upon surrender of this Warrant together with the Assignment Form
annexed hereto properly endorsed. The transferee shall sign an investment letter
in form and substance reasonably satisfactory to the Company.

                2. Authorization of Shares. The Company covenants that
all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

                3. Exercise of Warrant. 



                            (a) Exercise of the purchase rights represented by this
    Warrant may be made at any time or times on or after the Initial Exercise
    Date and on or before the Termination Date by the surrender of this Warrant
    and the Notice of Exercise Form annexed hereto duly executed, at the office
    of the Company (or such other office or agency of the Company as it may
    designate by notice in writing to the registered Holder at the address of
    such Holder appearing on the books of the Company) and upon payment of the
    Exercise Price of the shares thereby purchased by wire transfer or cashier's
    check drawn on a United States bank or by means of a cashless exercise
    pursuant to Section 3(d), the Holder shall be entitled to receive a
    certificate for the number of Warrant Shares so purchased. Certificates for
    shares purchased hereunder shall be delivered to the Holder within three (3)
    Trading Days after the date on which this Warrant shall have been exercised
    as aforesaid. This Warrant shall be deemed to have been exercised and such
    certificate or certificates shall be deemed to have been issued, and the
    Holder or any other person so designated to be named therein shall be deemed
    to have become a holder of record of such shares for all purposes, as of the
    date the Warrant has been exercised by payment to the Company of the
    Exercise Price and all taxes required to be paid by the Holder, if any,
    pursuant to Section 5 prior to the issuance of such shares, have been paid.
    If the Company fails to deliver to the Holder a certificate or certificates
    representing the Warrant Shares pursuant to this Section 3(a) by the close
    of business on the third Trading Day after the date of exercise, then the
    Holder will have the right to rescind such exercise. In addition to any
    other rights available to the Holder, if the Company fails to deliver to the
    Holder a certificate or certificates representing the Warrant Shares
    pursuant to an exercise by the close of business on the eighth Trading Day
    after the date of exercise, and if after such eighth Trading Day the Holder
    is required by its broker to purchase (in an open market transaction or
    otherwise) shares of Common Stock to deliver in satisfaction of a sale by
    the Holder of the Warrant 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 



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amount obtained by multiplying (A) the number of Warrant
    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 Warrant 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.

    

                            (b) If this Warrant shall have been exercised in part,
    the Company shall, at the time of delivery of the certificate or
    certificates representing Warrant Shares, deliver to Holder a new Warrant
    evidencing the rights of Holder to purchase the unpurchased Warrant Shares
    called for by this Warrant, which new Warrant shall in all other respects be
    identical with this Warrant. 

                            (c) The Company shall not effect any exercise of this
    Warrant, and the Holder shall not have the right to exercise any portion of
    this Warrant, pursuant to Section 3(a) or otherwise, to the extent that
    after giving effect to such issuance after exercise, the Holder (together
    with the Holder's Affiliates), as set forth on the applicable Notice of
    Exercise, would beneficially own in excess of 4.99% of the number of shares
    of the Common Stock outstanding immediately after giving effect to such
    issuance.  For purposes of the foregoing sentence, the number of shares
    of Common Stock beneficially owned by the Holder and its Affiliates shall
    include the number of shares of Common Stock issuable upon exercise of this
    Warrant with respect to which the determination of such sentence is being
    made, but shall exclude the number of shares of Common Stock which would be
    issuable upon (A) exercise of the remaining, nonexercised portion of this
    Warrant beneficially owned by the Holder or any of its Affiliates and (B)
    exercise or conversion of the unexercised or nonconverted portion of any
    other securities of the Company (including, without limitation, any other
    Debentures or Warrants) subject to a limitation on conversion or exercise
    analogous to the limitation contained herein beneficially owned by the
    Holder or any of its Affiliates.  Except as set forth in the preceding
    sentence, for purposes of this Section 3(c), beneficial ownership shall be
    calculated in accordance with Section 13(d) of the Exchange Act. For
    purposes of this Section 3(c), in determining the number of outstanding
    shares of Common Stock, the Holder may rely on the number of outstanding
    shares of Common Stock as reflected in (x) the Company's most recent Form
    10-Q or Form 10-K, as the case may be, (y) a more

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recent public announcement
    by the Company or (z) any other notice by the Company or the Company's
    Transfer Agent setting forth the number of shares of Common Stock
    outstanding.  Upon the written or oral request of the Holder, the
    Company shall within two Trading Days confirm orally and in writing to the
    Holder the number of shares of Common Stock then outstanding.  In any
    case, the number of outstanding shares of Company Common Stock shall be
    determined after giving effect to the conversion or exercise of securities
    of the Company, including this Warrant, by the Holder or its Affiliates
    since the date as of which such number of outstanding shares of Common Stock
    was reported. The provisions of this Section 3(c) may be waived by the
    Holder upon, at the election of the Holder, not less than 61 days' prior
    notice to the Company, and the provisions of this Section 3(c) shall
    continue to apply until such 61st day (or such later date, as
    determined by the Holder, as may be specified in such notice of waiver).

                            (d) If, but only if, at any time after one year from the
    date of issuance of this Warrant there is no effective Registration
    Statement registering the resale of the Warrant Shares by the Holder, this
    Warrant may also be exercised at such time by means of a "cashless exercise"
    in which the Holder shall be entitled to receive a certificate for the
    number of Warrant Shares equal to the quotient obtained by dividing [(A-B)
    (X)] by (A), where:





                            (A) = the Closing Price on the Trading Day
            preceding the date of such election;

            

                            (B) = the Exercise Price of the Warrants, as
            adjusted; and 

            

                            (X) = the number of Warrant Shares issuable upon
            exercise of the Warrants in accordance with the terms of this
            Warrant.

            







                4. No Fractional Shares or Scrip. No fractional shares
or scrip representing fractional shares shall be issued upon the exercise of
this Warrant. As to any fraction of a share which Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price.

                5. Charges, Taxes and Expenses. Issuance of
certificates for Warrant Shares shall be made without charge to the Holder for
any issue or transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the Holder or in
such name or names as may be directed by the Holder; provided, however,
that in the event certificates for Warrant Shares are to be issued in a name
other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by the
Holder; and the Company may require, as a condition thereto, the payment of a
sum sufficient to reimburse it for any transfer tax incidental thereto.

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                6. Closing of Books. The Company will not close its
stockholder books or records in any manner which prevents the timely exercise of
this Warrant, pursuant to the terms hereof.

                7. Transfer, Division and Combination. 



                            (a) Subject to compliance with any applicable securities
    laws and the conditions set forth in Sections 1 and 7(e) hereof and to the
    provisions of Section 4.1 of the Purchase Agreement, this Warrant and all
    rights hereunder are transferable, in whole or in part, upon surrender of
    this Warrant at the principal office of the Company, together with a written
    assignment of this Warrant substantially in the form attached hereto duly
    executed by the Holder or its agent or attorney and funds sufficient to pay
    any transfer taxes payable upon the making of such transfer. Upon such
    surrender and, if required, such payment, the Company shall execute and
    deliver a new Warrant or Warrants in the name of the assignee or assignees
    and in the denomination or denominations specified in such instrument of
    assignment, and shall issue to the assignor a new Warrant evidencing the
    portion of this Warrant not so assigned, and this Warrant shall promptly be
    cancelled. A Warrant, if properly assigned, may be exercised by a new holder
    for the purchase of Warrant Shares without having a new Warrant issued. 

                            (b) This Warrant may be divided or combined with other
    Warrants upon presentation hereof at the aforesaid office of the Company,
    together with a written notice specifying the names and denominations in
    which new Warrants are to be issued, signed by the Holder or its agent or
    attorney. Subject to compliance with Section 7(a), as to any transfer which
    may be involved in such division or combination, the Company shall execute
    and deliver a new Warrant or Warrants in exchange for the Warrant or
    Warrants to be divided or combined in accordance with such notice.

    

                            (c) The Company shall prepare, issue and deliver at its
    own expense (other than transfer taxes) the new Warrant or Warrants under
    this Section 7.

    

                            (d) The Company agrees to maintain, at its aforesaid
    office, books for the registration and the registration of transfer of the
    Warrants.

                            (e) If, at the time of the surrender of
    this Warrant in connection with any transfer of this Warrant, the transfer
    of this Warrant shall not be registered pursuant to an effective 
    registration statement under the Securities Act and
    under applicable state securities or blue sky laws, the
    Company may require, as a condition of allowing such transfer (i) that the
    Holder or transferee of this Warrant, as the case may be, furnish to the
    Company a written opinion of counsel (which opinion shall be in form,
    substance and scope customary for opinions of counsel in comparable
    transactions) to the effect that such transfer may be made without
    registration under the Securities Act and under applicable
    state securities or blue sky laws, (ii) that the holder or transferee
    execute and deliver to the Company an investment letter in form and
    substance acceptable to the Company and (iii) that the transferee be an
    "accredited investor" as defined in Rule 501(a) promulgated under the
    Securities Act.



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                8. No Rights as Shareholder until Exercise. This
Warrant does not entitle the Holder to any voting rights or other rights as a
shareholder of the Company prior to the exercise hereof. Upon the surrender of
this Warrant and the payment of the aggregate Exercise Price (or by means of a
cashless exercise), the Warrant Shares so purchased shall be and be deemed to be
issued to such Holder as the record owner of such shares as of the close of
business on the later of the date of such surrender or payment. 

                9. Loss, Theft, Destruction or Mutilation of Warrant.
The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it
(which, in the case of the Warrant, shall not include the posting of any bond),
and upon surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or
stock certificate.

                10. Saturdays, Sundays, Holidays, etc. If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday, Sunday or legal holiday.

                11. Adjustments of Exercise Price and Number of Warrant
Shares. 


                            (a) Stock Splits, etc. The number and kind of
    securities purchasable upon the exercise of this Warrant and the Exercise
    Price shall be subject to adjustment from time to time upon the happening of
    any of the following. In case the Company shall (i) pay a dividend in shares
    of Common Stock or make a distribution in shares of Common Stock to holders
    of its outstanding Common Stock, (ii) subdivide its outstanding shares of
    Common Stock into a greater number of shares, (iii) combine its outstanding
    shares of Common Stock into a smaller number of shares of Common Stock, or
    (iv) issue any shares of its capital stock in a reclassification of the
    Common Stock, then the number of Warrant Shares purchasable upon exercise of
    this Warrant immediately prior thereto shall be adjusted so that the Holder
    shall be entitled to receive the kind and number of Warrant Shares or other
    securities of the Company which it would have owned or have been entitled to
    receive had such Warrant been exercised in advance thereof. Upon each such
    adjustment of the kind and number of Warrant Shares or other securities of
    the Company which are purchasable hereunder, the Holder shall thereafter be
    entitled to purchase the number of Warrant Shares or other securities
    resulting from such adjustment at an Exercise Price per Warrant Share or
    other security obtained by multiplying the Exercise Price in effect
    immediately prior to such adjustment by the number of Warrant Shares
    purchasable pursuant hereto immediately prior to such adjustment and
    dividing by the number of Warrant Shares or other securities of the Company
    resulting from such adjustment. An adjustment made pursuant to this
    paragraph shall become effective immediately after the effective date of
    such event retroactive to the record date, if any, for such event.

                            (b) Anti-Dilution Provisions. From the Initial
    Exercise Date until the 30th day following the Effective Date,
    the Exercise Price and the number of Warrant Shares



    6



        
    
issuable hereunder and
    for which this Warrant is then exercisable pursuant to Section 1 hereof
    shall be subject to adjustment from time to time as provided in this Section
    11(b). In the event that any adjustment of the Exercise Price as required
    herein results in a fraction of a cent, such Exercise Price shall be rounded
    up or down to the nearest cent.



                                        (i) Adjustment of Exercise Price. If and
        whenever the Company issues or sells, or in accordance with Section 8(b)
        hereof is deemed to have issued or sold, any shares of Common Stock for
        a consideration per share of less than the then the Exercise Price or
        for no consideration (such lower price, the "Base Share Price"
        and such issuances collectively, a "Dilutive Issuance"), then,
        the Exercise Price shall be reduced to equal the Base Share Price, 
        provided, that for purposes hereof, all shares of Common Stock that
        are issuable upon conversion, exercise or exchange of Capital Share
        Equivalents shall be deemed outstanding immediately after the issuance
        of such Common Stock. Such adjustment shall be made whenever such shares
        of Common Stock or Capital Share Equivalents are issued.

        

        

                                        (ii) Effect on Exercise Price of Certain Events.
        For purposes of determining the adjusted Exercise Price under Section
        11(b) hereof, the following will be applicable:

        



                                                    (A) Issuance of Rights or Options. If the
            Company in any manner issues or grants any warrants, rights or
            options, whether or not immediately exercisable, to subscribe for or
            to purchase Common Stock or other securities exercisable,
            convertible into or exchangeable for Common Stock ("Convertible
            Securities") (such warrants, rights and options to purchase
            Common Stock or Convertible Securities are hereinafter referred to
            as "Options") and the effective price per share for which
            Common Stock is issuable upon the exercise of such Options is less
            than the Exercise Price ("Below Base Price Options"), then
            the maximum total number of shares of Common Stock issuable upon the
            exercise of all such Below Base Price Options (assuming full
            exercise, conversion or exchange of Convertible Securities, if
            applicable) will, as of the date of the issuance or grant of such
            Below Base Price Options, be deemed to be outstanding and to have
            been issued and sold by the Company for such price per share and the
            maximum consideration payable to the Company upon such exercise
            (assuming full exercise, conversion or exchange of Convertible
            Securities, if applicable) will be deemed to have been received by
            the Company. For purposes of the preceding sentence, the "effective
            price per share for which Common Stock is issuable upon the exercise
            of such Below Base Price Options" is determined by dividing (i) the
            total amount, if any, received or receivable by the Company as
            consideration for the issuance or granting of all such Below Base
            Price Options, plus the minimum aggregate amount of additional
            consideration, if any, payable to the Company upon the exercise of
            all such Below Base Price Options, plus, in the case of Convertible
            Securities issuable upon the exercise of such Below Base Price
            Options, the minimum aggregate 



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amount of additional consideration
            payable upon the exercise, conversion or exchange thereof at the
            time such Convertible Securities first become exercisable,
            convertible or exchangeable, by (ii) the maximum total number of
            shares of Common Stock issuable upon the exercise of all such Below
            Base Price Options (assuming full conversion of Convertible
            Securities, if applicable). No further adjustment to the Exercise
            Price will be made upon the actual issuance of such Common Stock
            upon the exercise of such Below Base Price Options or upon the
            exercise, conversion or exchange of Convertible Securities issuable
            upon exercise of such Below Base Price Options. 

            

                                                    (B) Issuance of Convertible Securities. If
            the Company in any manner issues or sells any Convertible
            Securities, whether or not immediately convertible (other than where
            the same are issuable upon the exercise of Options) and the
            effective price per share for which Common Stock is issuable upon
            such exercise, conversion or exchange is less than the Exercise
            Price, then the maximum total number of shares of Common Stock
            issuable upon the exercise, conversion or exchange of all such
            Convertible Securities will, as of the date of the issuance of such
            Convertible Securities, be deemed to be outstanding and to have been
            issued and sold by the Company for such price per share and the
            maximum consideration payable to the Company upon such exercise
            (assuming full exercise, conversion or exchange of Convertible
            Securities, if applicable) will be deemed to have been received by
            the Company. For the purposes of the preceding sentence, the
            "effective price per share for which Common Stock is issuable upon
            such exercise, conversion or exchange" is determined by dividing (i)
            the total amount, if any, received or receivable by the Company as
            consideration for the issuance or sale of all such Convertible
            Securities, plus the minimum aggregate amount of additional
            consideration, if any, payable to the Company upon the exercise,
            conversion or exchange thereof at the time such Convertible
            Securities first become exercisable, convertible or exchangeable, by
            (ii) the maximum total number of shares of Common Stock issuable
            upon the exercise, conversion or exchange of all such Convertible
            Securities. No further adjustment to the Exercise Price will be made
            upon the actual issuance of such Common Stock upon exercise,
            conversion or exchange of such Convertible Securities.

            

                                                    (C) Change in Option Price or Conversion Rate.
            If there is a change at any time in (i) the amount of additional
            consideration payable to the Company upon the exercise of any
            Options; (ii) the amount of additional consideration, if any,
            payable to the Company upon the exercise, conversion or exchange of
            any Convertible Securities; or (iii) the rate at which any
            Convertible Securities are convertible into or exchangeable for
            Common Stock (in each such case, other than under or by reason of
            provisions designed to protect against dilution), the Exercise Price
            in effect at the time of such change will be readjusted to the
            Exercise

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Price which would have been in effect at such
            time had such Options or Convertible Securities still outstanding
            provided for such changed additional consideration or changed
            conversion rate, as the case may be, at the time initially granted,
            issued or sold.

            

                                                    (D) Calculation of Consideration Received.
            If any Common Stock, Options or Convertible Securities are issued,
            granted or sold for cash, the consideration received therefor for
            purposes of this Warrant will be the amount received by the Company
            therefor, before deduction of reasonable commissions, underwriting
            discounts or allowances or other reasonable expenses paid or
            incurred by the Company in connection with such issuance, grant or
            sale. In case any Common Stock, Options or Convertible Securities
            are issued or sold for a consideration part or all of which shall be
            other than cash, the amount of the consideration other than cash
            received by the Company will be the fair market value of such
            consideration, except where such consideration consists of
            securities, in which case the amount of consideration received by
            the Company will be the fair market value (closing bid price, if
            traded on any market) thereof as of the date of receipt. In case any
            Common Stock, Options or Convertible Securities are issued in
            connection with any merger or consolidation in which the Company is
            the surviving corporation, the amount of consideration therefor will
            be deemed to be the fair market value of such portion of the net
            assets and business of the non-surviving corporation as is
            attributable to such Common Stock, Options or Convertible
            Securities, as the case may be. The fair market value of any
            consideration other than cash or securities will be determined in
            good faith by an investment banker or other appropriate expert of
            national reputation selected by the Company and reasonably
            acceptable to the holder hereof, with the costs of such appraisal to
            be borne by the Company.

            
            

            
                                                    (E) Exceptions to Adjustment of Exercise Price.
            Notwithstanding anything to the contrary herein, this Section 11(b)
            shall not apply to the following (1) the granting of options to
            employees, officers and directors of the Company pursuant to any
            stock option plan duly adopted by a majority of the non-employee
            members of the Board of Directors of the Company or a majority of
            the members of a committee of non-employee directors established for
            such purpose, or (2) the exercise of any security issued by the
            Company in connection with the offer and sale of this Company's
            securities pursuant to the Purchase Agreement, or (3) the exercise
            of or conversion of any convertible securities, options or warrants
            issued and outstanding on the date hereof, provided such securities
            have not been amended since the date hereof, or (4) acquisitions or
            strategic investments, the primary purpose of which is not to raise
            capital. (e) the one-time issuance of Common Stock or Common Stock
            Equivalents for an aggregate purchase price of up to $6,000,000 less
            the

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aggregate Subscription Amounts raised pursuant to
            the Purchase Agreement.

            



                                        (iii) Minimum Adjustment of Exercise Price. No
        adjustment of the Exercise Price shall be made in an amount of less than
        1% of the Exercise Price in effect at the time such adjustment is
        otherwise required to be made, but any such lesser adjustment shall be
        carried forward and shall be made at the time and together with the next
        subsequent adjustment which, together with any adjustments so carried
        forward, shall amount to not less than 1% of such Exercise Price. 

        





                12. Reorganization, Reclassification, Merger,
Consolidation or Disposition of Assets. In case the Company shall reorganize
its capital, reclassify its capital stock, consolidate or merge with or into
another corporation (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common Stock of the
Company), or sell, transfer or otherwise dispose of all or substantially all its
property, assets or business to another corporation and, pursuant to the terms
of such reorganization, reclassification, merger, consolidation or disposition
of assets, shares of common stock of the successor or acquiring corporation, or
any cash, shares of stock or other securities or property of any nature
whatsoever (including warrants or other subscription or purchase rights) in
addition to or in lieu of common stock of the successor or acquiring corporation
("Other Property"), are to be received by or distributed to the holders
of Common Stock of the Company, then the Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the number of shares of Common Stock
of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
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, merger, consolidation or disposition of assets, 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 Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets. 

                13. Voluntary Adjustment by the Company. The Company
may at any time during the term of this Warrant reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the Board
of Directors of the Company.

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                14. Notice of Adjustment. Whenever the number of
Warrant Shares or number or kind of securities or other property purchasable
upon the exercise of this Warrant or the Exercise Price is adjusted, as herein
provided, the Company shall give notice thereof to the Holder, which notice
shall state the number of Warrant Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such
Warrant Shares (and other securities or property) after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made.

                15. Notice of Corporate Action. If at any time:



                            (a) 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 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 Holder (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. Such notice in accordance with the
foregoing clause also shall specify (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 Warrant Shares 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 Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 17(d).

                16. Authorized Shares. The Company covenants that
during the period the Warrant is outstanding, it will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of 

11



executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action as
may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the Principal Market upon which the Common Stock may be listed. 

                        Except and to the extent as waived or consented to by the
Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder
as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to
such increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.





                        Before taking any action which would result in an adjustment
in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.



                17. Miscellaneous.



                            (a) Jurisdiction. This Warrant shall constitute a
    contract under the laws of New York, without regard to its conflict of law,
    principles or rules.

                            (b) Restrictions. The Holder acknowledges that the
    Warrant Shares acquired upon the exercise of this Warrant, if not
    registered, will have restrictions upon resale imposed by state and federal
    securities laws.

                            (c) Nonwaiver and Expenses. No course of dealing
    or any delay or failure to exercise any right hereunder on the part of
    Holder shall operate as a waiver of such right or otherwise prejudice
    Holder's rights, powers or remedies, notwithstanding all rights hereunder
    terminate on the Termination Date. If the Company willfully and knowingly
    fails to comply with any provision of this Warrant, which results in any
    material damages to the Holder, the Company shall pay to Holder such amounts
    as shall be sufficient to cover any costs and expenses including, but not
    limited to, reasonable attorneys' fees, including those of appellate
    proceedings, incurred by Holder in collecting any amounts due pursuant
    hereto or in otherwise enforcing any of its rights, powers or remedies
    hereunder.

    12

    
    
                        (d) Notices. Any notice, request or other document
    required or permitted to be given or delivered to the Holder by the Company
    shall be delivered in accordance with the notice provisions of the Purchase
    Agreement; provided upon any permitted assignment of this Warrant, the
    assignee shall promptly provide the Company with its contact information.

                            (e) Limitation of Liability. No provision hereof,
    in the absence of any affirmative action by Holder to exercise this Warrant
    or purchase Warrant Shares, and no enumeration herein of the rights or
    privileges of Holder, shall give rise to any liability of Holder for the
    purchase price of any Common Stock or as a stockholder of the Company,
    whether such liability is asserted by the Company or by creditors of the
    Company.

                            (f) Remedies. Holder, in addition to being
    entitled to exercise all rights granted by law, including recovery of
    damages, will be entitled to specific performance of its rights under this
    Warrant. The Company agrees that monetary damages would not be adequate
    compensation for any loss incurred by reason of a breach by it of the
    provisions of this Warrant and hereby agrees to waive the defense in any
    action for specific performance that a remedy at law would be adequate.

                            (g) Successors and Assigns. Subject to applicable
    securities laws, this Warrant and the rights and obligations evidenced
    hereby shall inure to the benefit of and be binding upon the successors of
    the Company and the successors and permitted assigns of Holder. The
    provisions of this Warrant are intended to be for the benefit of all Holders
    from time to time of this Warrant and shall be enforceable by any such
    Holder or holder of Warrant Shares.

                            (h) Amendment. This Warrant may be modified or
    amended or the provisions hereof waived with the written consent of the
    Company and the Holder.

                            (i) Severability. Wherever possible, each
    provision of this Warrant shall be interpreted in such manner as to be
    effective and valid under applicable law, but if any provision of this
    Warrant shall be prohibited by or invalid under applicable law, such
    provision shall be ineffective to the extent of such prohibition or
    invalidity, without invalidating the remainder of such provisions or the
    remaining provisions of this Warrant.

                            (j) Headings. The headings used in this Warrant
    are for the convenience of reference only and shall not, for any purpose, be
    deemed a part of this Warrant.



********************



13



                IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.



Dated: July 1, 2003

	 	
DDS TECHNOLOGIES USA, INC.

    
	 	


    
	 	
 

    
	 	
 

    
	 	
By: 

    	 
	 	 	
Name:

    
	 	
 

    	Title:






14




NOTICE OF EXERCISE




To: DDS Technologies USA, Inc.



                 
(1)  The undersigned hereby elects to purchase ________ Warrant
Shares of DDS Technologies USA, Inc. pursuant to the terms of the attached
Warrant (only if exercised in full), and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if any.

                   
(2)  Payment shall take the form of (check applicable box):







                                         
            [ ] in lawful money of the United States; or

            
              
                
            [ ] the cancellation of such number of Warrant
            Shares as is necessary, in accordance with the formula set forth in
            subsection 3(d), to exercise this Warrant with respect to the
            maximum number of Warrant Shares purchasable pursuant to the
            cashless exercise procedure set forth in subsection 3(d).







                

              









                   
(3)  Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                                _______________________________





The Warrant Shares shall be delivered to the following:



                                _______________________________



                                _______________________________



                                _______________________________



                    (4) Accredited Investor. The undersigned is an
"accredited investor" as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.



	 	
[PURCHASER]

    
	 	


    
	 	
 

    
	 	
By: ______________________________

    
	 	
Name:

    
	 	
Title:

    
	 	


    
	 	
Dated: ____________________________

    






 


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 a fiduciary or other
representative capacity should file proper evidence of authority to assign the
foregoing Warrant.